Xylo Impact's General Terms and Conditions of Sales
Xylo Impact SRL is referred to as the "Seller" and to the customer as the "Buyer".
1. IDENTIFICATION OF THE COMPANY
1.1. These general terms and conditions govern the sale of goods offered for sale by the company Xylo Impact sprl available via the link: www.acaciabois.com and having its registered office located at Strada Venetia 7/21, 307160, Dumbravita, Romania and VAT numbers RO33531190 and BE0659925246 (Hereinafter "the Seller").
1.2. You can contact the Seller by sending an e-mail to: email@example.com
1.3. The Seller produces and sells both to professionals and to individuals who purchase acacia (Robinia pseudoacacia) stakes and poles for non-professional purposes (hereinafter "non-professional Buyers").
2.1. The Buyer expressly acknowledges having read and accepted our General Terms and Conditions of Sales and the primacy of these over any other general conditions including, where applicable, his own.
2.2. Any deviation from our General Terms and Conditions of Sales can only take place with our prior written agreement by means of specific conditions.
2.3. The fact that the Buyer does not implement one or the other clause of these General Terms and Conditions of Sales cannot be interpreted as a waiver on his part to take advantage of it.
2.4. The nullity, derogation or unenforceability of one or more clauses of our General Terms and Conditions of Sales, in particular by the effect of imperative legal provisions or in application of 2.2., does not prejudice the application of the other clauses present in our General Terms and Conditions of Sales. The parties agree to replace the disputed clause(s) with one or more others fulfilling the same function(s).
3. QUOTATION AND ACCEPTANCE
3.1. Our quotes are only binding for the duration of 15 days from the date of their issue, subject to the availability of products in stock.
3.2. Acceptance of the quote by the Buyer may be oral or written. It is not necessary to communicate the countersigned estimate. In addition, any manifestation of the Buyer's acceptance even based on a detailed silence or appearances may bind the latter.
3.3. The acceptance of the quote binds both the company or association it represents and the signatory himself personally, both of which are the Buyer also jointly and severally liable for all contractual obligations to the Seller.
3.4. All our catalogs, brochures, price lists and various information provided to the Buyer do not constitute quotes and are communicated without any commitment on our part.
4.1. All the prices indicated in our quotes are prices excluding VAT. They do not include any taxes or charges of any kind whatsoever, including import duties, costs of packaging, loading and unloading, transport or insurance, other than those expressly indicated in writing.
4.2. The prices are mentioned and payable in euros, any price modification being passed on to the Buyer.
4.3. A deposit up to 100% of the value of the quote is due within 8 days of acceptance of the quote. We reserve the right to cancel any contract, ipso jure and without notice, in the event of non-payment of the deposit, without prejudice to any damages suffered by the Seller. In case of cancellation by the Buyer, the Seller will not refund the deposit received.
4.4. All payments are due and payable by bank transfer within 8 days of the date of issue of the invoice.
4.5. Deliveries of products without payment do not constitute tacit acceptance of a waiver of payment.
4.6. In the event of late payment, late payment interest at the contractual rate of 12% applies automatically and without prior notice since the due date. In addition, the amount of the invoice will be increased by 20% with a minimum of 150 euros as a penalty clause. This is without prejudice to any legal costs incurred and the procedural compensation.
4.7. The non-payment of one of the invoices by the due date makes all the receivables due, even those not yet due, due.
4.8. In the event of late payment, the Seller reserves the right to suspend all its obligations without warning and without the Buyer being able to claim any damage.
4.9. Our agents, representatives or employees are not entitled to collect amounts to settle invoices. We only recognize the validity of a payment if it is made by bank transfer to the account number mentioned in the quote or invoice.
5.1. In the event of cancellation by the Buyer for any reason whatsoever, the latter remains liable for compensation of 30% or 100% of the invoicing depending on whether the cancellation occurs respectively before the dispatch of the products or after that -this, without this compensation being less than the reimbursement of all of the Seller's expenses (interpreters, subcontractors, etc.).
6. TRANSPORT AND DELIVERY
6.1. In the absence of any specific provision to the contrary, delivery is deemed to take place at the address on the quote or invoice. If the delivery address has not been correctly communicated by the Buyer, the latter will bear the additional transport costs.
6.2. Our delivery times are given for information only. A delay in delivery may in no case give rise to the award of any damages or compensation or constitute a reason for the Buyer to refuse the goods.
6.3. In the event of an abnormal delay attributable to us, the Buyer waives all rights other than that of giving up his order one month after formal notice by e-mail left without follow-up on our part, without damages, whatever they are.
6.4. Transport is carried out by independent service providers, who are in no way linked to the Buyer. Therefore, these providers are responsible if products were missing, damaged or unpacked during transport. If this is the case, it is the Buyer's responsibility to mention it on the CMR transport document before signing it.
6.5. The risks are transferred to the Buyer upon delivery of the products. The products are considered to have been delivered when they have been transported to the delivery address.
6.6. The unloading of products from the truck must be carried out by the Buyer and under his entire responsibility.
6.7. In the event of partial execution for absence or insufficiency of stock, the duplication of the shipping costs is the responsibility of the Buyer unless he expressly specifies that the order is indivisible. This specification must be made at the latest before the first shipment.
7. ASSIGNMENT AND SUBSTITUTION
7.1. The Seller may replace any other legal person it deems fit to perform the contract in the performance of its obligations. The Seller is, as of now, authorized to assign the claims arising from this contract to a third party.
8. RESPONSIBILITY OF THE BUYER
8.1. In application of 6.4. and 16.1., The Buyer must check the products delivered to it and their integrity, to mention any possible remark on the CMR before signing it.
8.2. In application of 6.6., The Buyer is responsible for the unloading of the products upon delivery. He is responsible for any accident or direct or indirect damages that could occur during the unloading of products.
9. RESPONSIBILITY OF THE SELLER
9.1. Without prejudice to the causes of exemption and limitation of article 7.1, the Seller declines any responsibility resulting from hidden defects which may affect the use of the products.
9.2. The Seller is exempt from all liability in the event of an obligation not fulfilled, in whole or in part, or delayed as a result of a case of force majeure, fortuitous event or any other event beyond his control, caused by the Buyer or by third. The following are in particular considered to be force majeure: industrial disputes, late delivery of the supplier, shortages of equipment or means of transport, wars, riots, fires, natural disasters, bad weather, pandemics, terrorism, serious road accidents during the transport / journey to the place of delivery, serious illness or unexpected death of the seller's staff / member of staff, when they have the effect of delaying or rendering impossible the execution of the contract. The Seller is presumed to be in one of these exemption cases; he will not have to establish the unpredictability, the irresistibility of the event, or the impossibility of performance of the contract. We reserve the right to extend the period of performance of the contract by a period equal to that during which the case of force majeure or the act of the prince lasted. Likewise, if these facts can compromise the execution of the order according to the terms provided, we reserve the right to terminate the contract without commitment or liability on our part.
9.3. The Seller will promptly inform the Buyer of the occurrence of force majeure.
9.4. Unless mandatory legal provisions, the Seller is not liable for any compensation or damage arising from a case of force majeure, whatever the nature of the damage, direct or indirect, foreseeable or unpredictable, including operating damage and damage to persons, both with regard to the Buyer and with regard to third parties.
9.5. Except for fraud or gross negligence, any generally general liability is limited contractually to the amount of the invoicing to the Buyer, with a maximum of 10,000 euros irremovable and not re-assessable over time.
10. RETENTION PROPERTY
10.1. The Seller reserves the right of ownership of all the products delivered until the Buyer has fully fulfilled his obligations to him, until full payment of any debt of the Buyer, including previous or subsequent claims, interest and costs. Any delay in payment granted to the Buyer cannot constitute a waiver of this clause. When successive deliveries take place in current account, the retention property remains valid until the closing of the Buyer's account.
10.2. The above provisions do not preclude the transfer to the Buyer of the risks of the products, as well as the transfer of responsibility for any direct or indirect damage which could be caused by these products.
10.3. The Buyer is prohibited from selling or transforming the products until full payment has been made.
10.4. Goods and goods cannot be pledged or used as collateral for the claim of a third party.
11.1. The delivered products are deemed to comply with the needs and the use that the Buyer wants to make of them, except the latter to establish that they do not correspond to the written description in the quote.
11.2. Unless explicitly stated in the quotation, it is tolerated, accepted and deemed to comply that certain delivered products (i) may have dimensions which differ by up to 10%, (ii) may be slightly bent, (iii) may have an imperfect debarking (iv) the outer part (sapwood) can be rotten as long as the inner part (heartwood) is healthy (v) their sharpening ends can be made on the thin side and not on the thick side.
11.3. In application of 6.4. the products are transported by a third party, any non-conformities will be mentioned by the Buyer on the transport document. In the absence of such mention, the defects will be presumed to have been caused by the Buyer.
12. GUARANTEE AGAINST HIDDEN DEFECTS
12.1. Without prejudice to the causes of exemption and limitation provided for in article 7.1., The Buyer benefits from a commercial guarantee on the products sold; however, the duration of the warranty will not exceed a period of 2 years from the date of delivery.
12.2. Like apparent defects, any warranty or defect that is not inherent in the products themselves and their consequences is excluded from the warranty. In particular, breakdowns or damage resulting directly or indirectly from any transport of products from the transfer of risk are excluded; any negligence, or manipulation, use not in accordance with the technical specifications, faulty or clumsy use; any addition, use of complements or accessories that do not comply with the technical specifications or, even if they comply, that have not received the seller's prior written consent; any fire, water damage, accident or lack of air conditioning, thunderstorm, consequences of the storm or meteorological accidents; any harmful act or fault committed by any person whatsoever, including the Buyer or its agents and any defect, even temporary, of the physical environment.
12.3. This warranty is limited to the free replacement, free repair or reimbursement, at our option, of the defective product.
12.4. Shipping costs remain the responsibility of the Buyer even when the defect is covered by the warranty.
12.5. The warranty is personal to the Buyer. Consequently, any person to whom the Buyer transfers ownership or possession of the equipment sold cannot avail themselves of the guarantee granted by the Seller.
13. RIGHT OF WITHDRAWAL (ONLY FOR NON-PROFESSIONAL BUYERS)
13.1. For all purchases, only non-professional buyers have a period of 14 calendar days from delivery or conclusion of the contract to withdraw from the contract. During this time, non-professional Buyers can return their order without penalty and without giving any reason (return costs are their responsibility). Within 14 days of the return of the order or the termination of the contract, the Seller will reimburse you the full purchase price, using the same means of payment as that used by the non-professional Buyer for the initial transaction .
13.2. The return costs are therefore the responsibility of the non-professional Buyer. At the request of the non-professional Buyer, the Seller will indicate the exact cost for the return or give a fair estimate, if it is impossible to predict the exact cost.
13.3. The Seller may postpone the reimbursement until the products are recovered, or until the consumer has provided proof of shipment of the products, the date chosen being that of the first of these facts.
13.4. During the withdrawal period, the Seller advises to handle the goods and packaging with care and not to unpack the product or use it except to the extent necessary to be able to assess whether the non-professional Buyer wishes to keep the property or not. If the non-professional Buyer makes use of his right of withdrawal, the Seller asks him to return the goods accompanied by all the accessories delivered and - as far as possible - in its original condition and packaging,
13.5. The non-professional Buyer can return their products by international transport service.
14. BREACH OF THE CONTRACT
14.1. The contract may be terminated or terminated, if necessary at the fault of the Buyer, as of right, without notice and without prejudice to any damages, if the Buyer ceases all or part of its activity, in particular by bankruptcy , liquidation, transfer or death; if its legal personality is changed, in particular by merger, demerger; if the performance of its obligations by the Buyer is compromised, in particular in the event of seizure, placed under guardianship of the Buyer.
14.2. The resolution or termination will also automatically take place at the fault of the Buyer if he persists in not performing his obligations after a period of 8 days after formal notice.
14.3. In the event of breach of the contract, the Seller immediately and automatically retakes possession of the products of which he is the owner. The Buyer expressly undertakes to load the products onto the truck.
15. INTELLECTUAL PROPERTY
15.1. The Buyer (whoever it is) expressly recognizes that all intellectual property rights related to the information provided, to communications or to other declarations concerning the Products, logos, and / or the Website belong exclusively to the Seller, its subcontractors or other assigns.
15.2. The Buyer is prohibited from making use of and / or making modifications to the intellectual property rights as described in this article, such as, for example, reproducing them without the express prior written authorization of the Buyer.
16. CLAIMS, APPLICABLE LAW AND JURISDICTION
16.1. All complaints must be made on the CMR transport document. By signing this, the Buyer confirms that he has verified the integrity of the products delivered. Any subsequent complaint about the integrity of the products delivered will not be accepted. Any other complaint, including any complaint relating to non-compliance must reach us by email within 5 working days of delivery of the products. Complaints or disputes concerning the amount of the invoice will be subject to the same regime. Otherwise, said invoice will be considered as unquestionably accepted by its recipient. For a possible credit note to be granted to the customer, the following cumulative conditions must be respected: (I) sending photos of non-compliant products, (II) mention of the number and date of invoice concerned and (III) seller's written agreement after review.
16.2. All our contracts are concluded in French and subject to Belgian law.
16.3. Any dispute concerning our contracts will be under the jurisdiction of the courts of Nivelles. However, we reserve the right to assign the Buyer based on another connecting factor provided for by the Belgian Judicial Code or the International Conventions.
16.4. (Only for non-professional Buyers) As part of the out-of-court settlement of disputes, the Consumer Mediation Service set up by the Federal Government is competent to receive any request for out-of-court settlement of consumer disputes. This service will process the request itself or transfer it to the qualified entity. You can contact the Consumer Mediation Service via the following link: https://consumerombudsman.be/en