Xylo Impact General Terms and Conditions of Sale
Xylo Impact SRL is referred to as the "Seller" and 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 SRL, available via the link: www.acaciabois.com, having its registered office at Strada Principala 115A, 337291 Teiu, Romania, and VAT number: RO33531190 (hereinafter "the Seller").
1.2. You can contact the Seller by sending an e-mail to: info@acaciapoles.com
1.3. The Seller produces and sells various types of robinia (Robinia pseudoacacia) stakes and posts both to professionals and to private individuals purchasing for non-professional purposes (hereinafter "Non-Professional Buyers").
2. ENFORCEABILITY
2.1. The Buyer expressly acknowledges having read and accepted our General Terms and Conditions of Sale and their precedence over any other general terms and conditions, including, where applicable, the Buyer's own.
2.2. Any derogation from our General Terms and Conditions of Sale may only be made with our prior written consent by means of special conditions.
2.3. The fact that the Buyer does not enforce any clause of these General Terms and Conditions of Sale shall not be interpreted as a waiver of the right to rely on it.
2.4. The nullity, derogation or unenforceability of one or more clauses of our General Terms and Conditions of Sale, in particular as a result of mandatory legal provisions or pursuant to 2.2., shall not affect the application of the other clauses of our General Terms and Conditions of Sale. The parties undertake to replace the disputed clause(s) with one or more other clauses fulfilling the same function(s).
3. QUOTATIONS AND ACCEPTANCE
3.1. Our quotations are binding on us only for a period of 15 days from their date of issue, and subject to the availability of the products in stock.
3.2. The Buyer may accept the quotation orally or in writing. It is not necessary to return the countersigned quotation. Furthermore, any expression of the Buyer's acceptance, even on the basis of qualified silence or of appearances, may bind the Buyer.
3.3. Acceptance of the quotation binds both the company or association that the signatory represents and the signatory personally, both of them being the Buyer and equally liable, jointly, severally and indivisibly, for all contractual obligations towards the Seller.
3.4. None of our catalogues, brochures, price lists or other information provided to the Buyer constitutes a quotation; they are communicated without any commitment on our part.
4. PAYMENT
4.1. All prices indicated in our quotations are exclusive of VAT. They do not include any tax or charge of any kind whatsoever, in particular import duties, packaging, loading and unloading, transport or insurance costs, other than those expressly indicated in writing.
4.2. Prices are stated and payable in euros; any change in exchange rates shall be passed on to the Buyer.
4.3. A deposit of up to 100% of the value of the quotation is payable within 8 days of acceptance of the quotation. We reserve the right to cancel any contract automatically and without formal notice in the event of non-payment of the deposit, without prejudice to any damages suffered by the Seller. In the event 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 invoice date.
4.5. Delivery of products without payment does 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% shall apply automatically and without prior formal notice from the due date. In addition, the invoice amount shall be increased by 20%, with a minimum of 150 euros, by way of a penalty clause. This is without prejudice to any legal costs incurred and to the procedural indemnity.
4.7. Non-payment of any invoice on its due date shall automatically make all outstanding amounts payable, including those not yet due.
4.8. In the event of late payment, the Seller reserves the right to suspend all its obligations without notice, and the Buyer may not claim any loss as a result.
4.9. Our agents, representatives or employees are not authorised to collect any sums in settlement of invoices. We recognise a payment as valid only if it is made by bank transfer to the account number stated in the quotation or invoice.
5. CANCELLATION
5.1. In the event of cancellation by the Buyer for any reason whatsoever, the Buyer shall remain liable for compensation of 30% or 100% of the invoiced amount, depending on whether the cancellation occurs before or after dispatch of the products respectively; this compensation may not be less than the reimbursement of all of the Seller's outlays (interpreters, subcontractors, etc.).
6. TRANSPORT AND DELIVERY
6.1. Unless otherwise specifically agreed, delivery is deemed to take place at the address stated on the quotation or invoice. If the delivery address has not been correctly communicated by the Buyer, the Buyer shall bear the additional transport costs.
6.2. Our delivery times are given for information only. A late delivery may under no circumstances give rise to the award of any damages or compensation whatsoever, nor constitute grounds 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 the right to withdraw the order one month after a formal notice sent by e-mail to which we have not responded, without any damages of any kind.
6.4. Transport is carried out by independent carriers who are in no way connected with the Buyer. These carriers are therefore liable if any products are missing, damaged or unpacked during transport. In such a case, it is the Buyer's responsibility to record this on the CMR transport document before signing it.
6.5. Risk passes to the Buyer upon delivery of the products. The products are deemed delivered once they have been transported to the delivery address.
6.6. Unloading of the products from the truck must be carried out by the Buyer and under the Buyer's sole responsibility.
6.7. In the event of partial performance due to unavailable or insufficient stock, the additional shipping costs resulting from the split delivery shall be borne by the Buyer, unless the Buyer expressly specifies that the order is indivisible. This must be specified at the latest before the first shipment.
7. ASSIGNMENT AND SUBSTITUTION
7.1. The Seller may substitute for itself, in the performance of its obligations, any other legal person it considers capable of performing the contract. The Seller is hereby authorised to assign the receivables arising from this contract to a third party.
8. LIABILITY OF THE BUYER
8.1. Pursuant to 6.4. and 16.1., the Buyer must check the products delivered and their integrity, and record any remarks on the CMR before signing it.
8.2. Pursuant to 6.6., the Buyer is responsible for unloading the products upon delivery. The Buyer is liable for any accident or any direct or indirect personal injury or property damage that may occur while the products are being unloaded.
9. LIABILITY OF THE SELLER
9.1. Without prejudice to the grounds for exemption and limitation set out in Articles 9.2 to 9.5, the Seller declines all liability arising from hidden defects that may affect the use of the products.
9.2. The Seller shall be exempt from all liability where an obligation is not performed, in whole or in part, or is delayed as a result of force majeure, a fortuitous event or any other event beyond its control, caused by the Buyer or by third parties. The following are in particular considered cases of force majeure: labour disputes, late deliveries by suppliers, shortages of materials or means of transport, wars, riots, fires, natural disasters, bad weather, pandemics, terrorism, serious road accidents during transport or on the way to the place of delivery, serious illness or sudden death of the Seller's staff or of a member of the Seller's staff, where they have the effect of delaying the performance of the contract or making it impossible. The Seller is presumed to be in one of these cases of exemption; it shall not be required to establish the unforeseeability or the irresistibility of the event, nor the impossibility of performing the contract. We reserve the right to extend the period for performance of the contract by a period equal to the duration of the force majeure or act of State (fait du prince). Likewise, if these events may jeopardise the performance of the order under the agreed terms, we reserve the right to terminate the contract without any commitment or liability on our part.
9.3. The Seller will inform the Buyer promptly of the occurrence of a case of force majeure.
9.4. Save as otherwise provided by mandatory law, the Seller shall not be liable for any compensation or damage resulting from a case of force majeure, whatever the nature of the damage, direct or indirect, foreseeable or unforeseeable, including operating losses and personal injury, both towards the Buyer and towards third parties.
9.5. Except in the case of fraud or gross negligence, any liability whatsoever is contractually limited to the amount invoiced to the Buyer, up to a maximum of 10,000 euros, which is fixed and not subject to revaluation over time.
10. RETENTION OF TITLE
10.1. The Seller retains ownership of all products delivered until the Buyer has fully performed all its obligations towards the Seller, in particular until full payment of all of the Buyer's debts on any account whatsoever, including prior or subsequent receivables, interest and costs. Any time for payment granted to the Buyer shall not constitute a waiver of this clause. Where successive deliveries are made on a current account basis, the retention of title remains valid until the balance of the Buyer's account has been settled.
10.2. The above provisions do not prevent the transfer to the Buyer of the risks relating to the products, nor the transfer of liability for any direct or indirect damage that may be caused by these products.
10.3. The Buyer is prohibited from selling or processing the products until full payment has been made.
10.4. The goods and merchandise may not be pledged or used as security for a third party's claim.
11. CONFORMITY
11.1. The products delivered are deemed to meet the Buyer's needs and intended use, unless the Buyer establishes that they do not correspond to the written description in the quotation.
11.2. Unless explicitly stated otherwise in the quotation, it is tolerated, accepted and deemed compliant that certain products delivered (i) may have dimensions differing by up to 10%, (ii) may be slightly bent, (iii) may be imperfectly debarked, (iv) may have a rotten outer part (sapwood), provided that the inner part (heartwood) is sound, (v) may have their points made at the thin end rather than at the thick end.
11.3. Pursuant to 6.4., the products are transported by a third party; any non-conformities shall be recorded by the Buyer on the transport document. In the absence of such a record, the defects shall be presumed to have been caused by the Buyer.
12. WARRANTY AGAINST HIDDEN DEFECTS
12.1. Without prejudice to the grounds for exemption and limitation provided for in Articles 9.2 to 9.5, the Buyer benefits from a commercial warranty on the products sold; the warranty period shall not, however, exceed 2 years from delivery.
12.2. As with apparent defects, the warranty excludes all defects or faults of any kind that are not inherent in the products themselves, and their consequences. In particular, the following are excluded: failures or damage resulting directly or indirectly from any transport of the products after the transfer of risk; any negligence or mishandling, use not in accordance with the technical specifications, or faulty or careless use; any addition or use of supplements or accessories that do not comply with the technical specifications or which, even if compliant, have not received the Seller's prior written approval; any fire, water damage, accident or air-conditioning failure, storm, consequences of a storm or of weather events; any harmful act or fault committed by any person whatsoever, including the Buyer or the Buyer's employees, and any defect, even temporary, in the physical environment.
12.3. This warranty is limited to the free replacement, free repair or refund, at our discretion, of the defective product.
12.4. Shipping costs remain payable by the Buyer even when the defect is covered by the warranty.
12.5. The warranty is personal to the Buyer. Consequently, no person to whom the Buyer transfers ownership or possession of the goods sold may rely on the warranty granted by the Seller.
13. RIGHT OF WITHDRAWAL (NON-PROFESSIONAL BUYERS ONLY)
13.1. For any purchase, only Non-Professional Buyers have a period of 14 calendar days from delivery or from conclusion of the contract to withdraw from that contract. During this period, Non-Professional Buyers may return their order without penalty and without giving any reason (return costs are borne by them). Within 14 days of the return of the order or the termination of the contract, the Seller will refund 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 borne by the Non-Professional Buyer. At the Non-Professional Buyer's request, the Seller will state the exact cost of the return or provide a fair estimate if the exact cost cannot be determined in advance.
13.3. The Seller may withhold the refund until it has received the products back, or until the consumer has supplied proof of having sent the products, whichever is the earlier.
13.4. During the withdrawal period, the Seller recommends handling the goods and packaging with care and not unpacking or using the product except to the extent necessary to assess whether the Non-Professional Buyer wishes to keep the goods. If the Non-Professional Buyer exercises the right of withdrawal, the Seller asks that the goods be returned with all accessories delivered and, as far as possible, in their original condition and packaging.
13.5. The Non-Professional Buyer may return the products using an international transport service.
14. TERMINATION OF THE CONTRACT
14.1. The contract may be rescinded or terminated automatically, where applicable through the fault of the Buyer, without formal notice and without prejudice to any damages, if the Buyer ceases all or part of its activity, in particular through bankruptcy, liquidation, transfer of business or death; if its legal personality is altered, in particular by merger or demerger; or if the performance of its obligations by the Buyer is jeopardised, in particular in the event of attachment or of the Buyer being placed under guardianship.
14.2. The contract shall also be automatically rescinded or terminated through the fault of the Buyer if the Buyer persists in failing to perform its obligations at the end of a period of 8 days after formal notice.
14.3. In the event of termination of the contract, the Seller shall immediately and automatically retake possession of the products it owns. The Buyer expressly undertakes to load the products onto the truck.
15. INTELLECTUAL PROPERTY
15.1. The Buyer (of whatever kind) expressly acknowledges that all intellectual property rights relating to the information provided, communications or other statements concerning the Products, logos and/or the Website belong exclusively to the Seller, its subcontractors or other rights holders.
15.2. The Buyer is prohibited from using and/or modifying the intellectual property rights described in this article, for example by reproducing them, without the Seller's express prior written authorisation.
16. CLAIMS, APPLICABLE LAW AND JURISDICTION
16.1. Any claim must be made on the CMR transport document. By signing it, the Buyer confirms having checked the integrity of the products delivered. No subsequent claim regarding the integrity of the products delivered will be accepted. Any other claim, in particular any claim relating to non-conformity, must reach us by e-mail within 5 working days of delivery of the products. Claims or disputes concerning the invoice amount are subject to the same rules. Failing this, the invoice shall be deemed to have been unreservedly accepted by its recipient. For any credit note to be granted to the customer, the following cumulative conditions must be met: (I) photos of the non-conforming products are sent, (II) the number and date of the invoice concerned are stated, and (III) the Seller gives its written agreement after examination.
16.2. All our contracts are drawn up in French and are governed by Belgian law.
16.3. Any dispute concerning our contracts shall fall within the jurisdiction of the courts of Nivelles. We nevertheless reserve the right to bring proceedings against the Buyer on the basis of another connecting factor provided for by the Belgian Judicial Code or by international conventions.
16.4. (Non-Professional Buyers only) For the out-of-court settlement of disputes, the Consumer Ombudsman Service set up by the Federal Government is competent to receive any request for the out-of-court settlement of consumer disputes. This service will either handle the request itself or forward it to the competent body. You can contact the Consumer Ombudsman Service via the following link: https://consumerombudsman.be/en