GENERAL TERMS AND CONDITIONS OF SALE

1. These general terms and conditions shall apply to every agreement concluded by and between the company mentioned on the invoice or order confirmation (including LEMAHIEU GROUP NV and LDCwood NV) as the seller of goods/provider or services of the one part (hereinafter referred to as ‘the seller’) and the buyer of goods/recipient of services (hereinafter referred to as ‘the customer’) of the other part. These terms and conditions shall also apply to every offer made by the seller and to every order placed with the seller. Unless proven otherwise, these conditions shall be presumed to have been communicated to the customer before the contract was concluded and shall be deemed to have been approved by the customer.
The customer completely renounces the application of their own terms and conditions, and the seller explicitly rejects them. The customer acknowledges having had the opportunity to negotiate the terms and conditions but does not wish to make any changes.

2. The seller’s obligations shall be purely obligations of means.

3. Offers/sales promises from the seller or its representatives shall bind the seller only after they have been confirmed in writing by the seller. The buyer shall be bound by these terms and conditions upon placing an order with the seller. The seller shall be bound only as of its written confirmation.

4. Signatories who place an order in their own name or as representatives, or the ones who pay for the order (in whole or in part) to the seller, even on behalf of third parties, shall stand guarantee for said third parties and shall be bound jointly and severally with them to the seller pursuant to Articles 5.106 ff. and 5.160 ff. of the Civil Code.

5. Delivery terms are indicated for information purposes only and shall not be binding on the seller. Exceeding them shall not give rise to dissolution or damages. For out-of-stock orders, the customer shall take into account the availability from the manufacturer.
In the event of delay or defect in the delivery of the products, the customer may not procure elsewhere at the seller’s expense. Articles 5.85 and 5.235 of the Civil Code shall not apply here.

6. The order shall be executed only after payment of an advance of 30% of the total invoice price. The balance shall be payable in cash upon delivery.
If the buyer’s credit should weaken or in case of (even partial) default, the seller shall have the right to demand additional guarantees from the buyer at any time. If the buyer does not provide such guarantees, the seller shall be entitled to dissolve the contract in whole or in part, without any right to compensation for the buyer.

7. Delivery of the goods sold must be taken by the buyer within the stipulated term. Otherwise, the seller may either cancel the sale in whole or in part, or compel the buyer to take delivery of the goods, in which case the buyer shall be liable to pay compensation of 15% of the invoice amount, with a minimum of EUR 250.00, without prejudice to the seller’s right to claim higher damages.

8. Unless specific qualities have been explicitly indicated, goods of ordinary commercial quality shall be delivered, without further commitment, with the usual permissible deviations in size, weight and composition of the goods.
The customer expressly acknowledges being aware that the delivered goods are made from the natural product wood, which is unique in structure, grain, and colour, as a result of which each wood product is different from another. The natural characteristics, properties, and variations such as, but not limited to, slight differences in colour or texture, cracking, holes, irregularities, knots, curly grain, shades, nature’s deviations, must always be taken duly into account by the customer. They consequently cannot be considered as a visible or hidden defect or a lack of conformity insofar as they cannot be prevented from a technical point of view or are generally accepted or inherent to the natural product wood. The customer also accepts that temperature changes, (changing) humidity levels and atmospheric conditions in general, affect the goods. The customer shall take this duly into account, and the seller can at no time be held responsible for this. The customer also accepts that the manufacturer’s exceptions, exonerations, and warranty limitations in respect of the seller shall also be enforceable.

9. The seller may charge the goods according to their (partial) delivery. Partial delivery does not justify non-payment. In case of non-payment of a partial delivery, the seller may suspend the rest of the delivery. The seller may invoice immediately all ordered goods not taken by the customer within 8 days.
Visible defects and deviating quantities must be itemised by the customer on the delivery note or reported and described in detail by registered letter to the seller within 2 business days at the latest; the use of the delivered goods irrevocably implies acceptance. These provisions shall apply also to hidden defects. Defects in goods shall not give rise to any compensation.
The seller shall at most be obliged to replace the delivered goods, if they have not yet been processed, and only after an examination in the presence of both parties has established that they are defective.

10. The seller shall not be held liable for defects originating before the sale of the goods.
The seller shall guarantee that the goods are not encumbered with third-party rights that would restrict their free use. The seller shall not be held liable for defects by third parties relating to the use/exploitation of the goods.

11. Complaints regarding invoicing must be reported by registered letter within 8 days of the date of invoice.
By way of derogation from Articles 6.2 and 6.3, §1 of the Civil Code, it is not possible to file an extracontractual claim against the seller, their auxiliaries, or persons acting on behalf of an auxiliary of the seller. The seller can only be held liable based on a contractual claim, except in cases of intentional fault or fault affecting the life or physical integrity of a person. The term auxiliary includes, but is not limited to, the seller’s directors, employees, independent collaborators, and subcontractors.
Except in cases of fraud or wilful misconduct, the seller’s contractual and non-contractual liability towards the customer shall always be limited to the price of the goods delivered, without exceeding the sum covered by the seller’s liability insurance policy.  
The seller shall be liable only in cases of deception, fraud, gross negligence or wilful misconduct, and – except in cases of force majeure – for non-fulfilment of essential obligations that are the subject of this agreement, in accordance with the other provisions of these terms and conditions. The seller shall also be liable for its fault or that of a person for whom it is responsible, when that fault affects the life or physical integrity of a person. If the seller is liable, however, the further liability limitations of these terms and conditions shall apply.
The seller shall not be liable: (1) for damage attributable to the customer, its appointees/auxiliaries; (2) for mistakes by the seller’s appointees/representatives (except in cases of gross negligence/wilful misconduct); (3) for damage attributable to third parties/auxiliaries; (4) for damage during transport; (5) for damage due to an error in its capacity as auxiliary person, unless the damage consists of an impairment of the physical or psychological integrity or unless the fault was committed with the intention of causing damage.
The seller has no knowledge of and should not consider the application and intended use of the customer for the goods; therefore, the seller shall not be liable on this account, only the customer.
Except in cases of fraud or wilful misconduct, the seller shall not be liable for compensation for any immaterial, indirect (including installation and removal costs of goods delivered or services provided), or consequential damages, including (but not limited to) loss of profit, loss of turnover, production restrictions, administrative or personnel costs, cost increases, loss of clientele or third-party claims.
The liability limitations of these terms and condition shall apply also if the seller is held liable as an auxiliary person.

12. Claims (including for damages, of any kind) against the seller shall expire by operation of law if not brought before the competent court within 6 months of delivery.

13. If a fundamental change in economic circumstances results in an unreasonable or disproportionate burden on the seller to perform the agreement, the parties shall consult to reach a fair adjustment thereof. If no agreement is reached within 15 days of the seller’s request for adjustment, the seller will have the option to terminate the agreement without compensation. The notice of termination shall be served by registered letter.

14. The seller shall be released by operation of law and shall not be required to fulfil any obligation to the customer in case of force majeure. Force majeure refers to a situation in which the performance of the agreement by the seller is wholly or partially, whether temporary or otherwise, prevented by circumstances beyond the seller’s control, even if such circumstance was foreseeable at the time the agreement was concluded. Examples of force majeure (the list is not exhaustive) include: stock depletion, delay/failure of deliveries by suppliers of one party, destruction of goods due to accidents, breakdown of machinery, strike or lock-out, fire, riot, war, epidemic, flood, high absenteeism, electrical, IT, internet or telecommunications failures, government decisions or interventions (including refusal or cancellation of a permit or license), fuel shortages, and errors or delays caused by third parties. The seller shall not be obliged to prove the uncontrollable and unforeseeable nature of the circumstance constituting force majeure.
In such a case of force majeure, the buyer shall not be entitled to terminate the agreement. The buyer then in no way charge to the seller any costs arising out of orders placed with third parties.

15. The seller’s invoices shall be payable at its registered office on the due date, regardless of the payment method and even if the invoices are collected by a bank or other institutions.
In case of (partial or total) non-payment on the due date, all other outstanding claims against the customer which have not yet fallen due shall become due by operation of law and without prior notice. In such a case, the seller may suspend the execution of all pending orders, without prior notice and without being liable for damages to the buyer.
In case of (partial or total) non-payment, the customer shall be liable for default interest at a rate of 12% per annum on the unpaid invoice amount by operation of law and without prior notice. The customer shall also be liable for a lump-sum compensation of 15% of the invoice amount, with a minimum of EUR 250.00 by operation of law and without prior notice. The seller may claim higher damages upon proof.
The seller offset mutual credits and debts that exist between the seller and the customer at any time, even after the customer has been declared insolvent, irrespective of the form or subject of debts and claims, the currency, and whether they are due or not.

16. The seller may terminate the agreement with the customer at any time, with immediate effect, without authorisation from the courts, prior notice or payment of damages, in the following cases:
 1) non-payment on the due date;
 2) suspension of payment or (filing for) bankruptcy by the customer;
 3) liquidation or cessation of the customer’s activities;
 4) change of control over the customer;
 5) seizure against the customer, even by a third party;
 6) if the seller has legitimate objective reasons to doubt that the customer can fulfil his obligations.
In the event of dissolution in accordance with this article, the customer shall owe the seller a lump-sum compensation of EUR 1,000.00 (the seller may claim higher damages upon proof) and all claims against the customer shall become immediately due and payable.

17. The goods sold shall remain the property of the seller until the sale price, in principal and incidentals, has been paid in full. In the event of resale, the seller shall retain the option to claim the amount corresponding to the value of the resold goods. The retention of title shall be transferred to the resale price. Once the goods are delivered, the customer shall bear all risks, including cases of force majeure and destruction, and the duty of care. The advances paid by the customer shall be retained by the seller to cover any losses on resale. Non-payment of any amounts due on the due date may result in the repossession of the goods.

18. The customer shall insure the goods entrusted to the seller for handling, processing, and/or manufacturing against fire, lightning, explosion, aircraft crash, storm damage, water damage, flooding, and burglary, inclusive of related costs (collection, clearance, etc.); with a waiver of recourse by the insurers against the seller and all other third parties. Unless agreed otherwise, such goods shall remain at the seller’s premises at the buyer’s risk at all times. The seller has a right of retention as well as a lien on such goods for all current and future claims of the seller against the buyer.

19. The customer and its appointees shall authorise the seller to process personal data for the purposes stated in its privacy policy. The customer and its appointees confirm they have received a copy of the privacy statement, which is posted on https://www.lemahieu.be/nl/privacy-policy. The customer shall vouch for its appointees for all of the above and shall indemnify the seller against any claims lodged by the appointees. The rights of the data subjects are described in the privacy policy. The data referred to in Article III.74 WER [Code of Economic Law] can be perused at the seller’s registered office.

20. In accordance with Article R.543-290-3 of the French Environmental Code, the seller notes that the portion of the unit cost borne by the seller for the management of PMCB waste, as invoiced by the eco-organization to which the seller adheres, is fully passed on to the professional buyer of the product without any possibility of reduction.

21. REP PMCB compliance: The Seller has a unique identification number referred to in Article L.541-10-13 of the French Environmental Code, which confirms the Seller’s compliance with its obligations.

22. The invalidity or unenforceability of one or more (partial) provisions of these terms and conditions shall not affect the validity or enforceability of the other (partial) provisions, which shall remain in full force. The invalid or unenforceable (partial) provisions shall be replaced by valid and enforceable (partial) provisions that approximate the original intention most closely, in the event of dispute before the court.
Failure on the part of the seller to insist on any right as stipulated in these terms and condition or the law or otherwise agreed by and between the parties shall not be construed as a waiver of such right, unless such waiver is explicitly made by the seller in writing.

23. In the event of a dispute, only the courts in Ghent shall be competent, unless the seller opts to litigate before another court.
All agreements to which these general terms and conditions apply, as well as all agreements arising out of them shall be governed exclusively by Belgian law. The application of the Vienna Convention of 11 April 1980 is expressly excluded.