1. APPLICATION AND INTERPRETATION
These terms and conditions exclusively cover all contractual relations between BELGA FACTORY S.R.L. (VAT BE0727.538.602) having its registered office at Le Géronsart, 51, 1457 Walhain, Belgium (hereinafter referred to as “BELGA FACTORY”) and the Purchaser.
The Purchaser’s general or special terms and conditions are not enforceable against BELGA FACTORY. Any contract signed by the parties automatically implies the acceptance of these terms and conditions by the Purchaser. Only special conditions indicated in the Contract or purchase order, or agreed in writing by the parties, can override these General Conditions.
Depending on the context, and unless otherwise stipulated, (i) the word “Purchaser” in these terms and conditions must be understood to refer to any buyer, customer, client, prospect, importer, distributor, partner or contracting party; (ii) the word “Contract” or “Order” to any proposal, quote, purchase order, sales contract, service agreement, license agreement, distribution agreement or any other contract between the parties; (iii) the word “Product” to any chocolate products or goods distributed, supplied and/or sold by BELGA FACTORY under the “Belgium Chocolatiers” brand name or any other BELGA FACTORY’s brand names; and (iv) the “eShop” to the BELGA FACTORY’s website where the Products are sold online.
By clicking the button "I accept the general conditions" during the online ordering process via the eShop, or by signing or sending a purchase order via any other communication means (e-mail, courier, etc.), the Purchaser expressly agrees to have read, understood and accepted all of these general conditions of sale (hereinafter referred to as the "General Conditions").
These terms and conditions will also be sent automatically by email to the Purchaser with the Order confirmation.
Any Order made by the Purchaser makes it immediately and irrevocably binding for the Purchaser.
The Purchaser’s Order will be effective and will bind BELGA FACTORY only when the purchase Order has been correctly filled and confirmed by BELGA FACTORY and that BELGA FACTORY has received the full payment, unless it has been agreed otherwise by the parties.
To be able to place an Order, the Purchaser must first complete the identification form in the page "Sign Up" on the eShop. The Purchaser will receive a password that will allow him to place later additional Orders.
By creating an account, the Purchaser will be able to order more quickly, monitor the status of his Order under process and consult the previous Orders he has already made.
If the Purchaser wishes to place an Order, he must select the different Products that he wishes to buy and their quantities and click on the bottom "Add to my Order".
At any time, the Purchaser may:
- obtain a summary of the selected Products by clicking on "View your Orders";
- correct any errors made in the data entry of his Order by clicking on "Return".
- complete the selection of Products and order these Products by clicking on "Place Order".
The Order will be final and may not be modified anymore from the moment that the Purchaser clicks on "Validate my Order". He will therefore be fully committed.
BELGA FACTORY will then send by email a summary of the Order, including the list of Products ordered, prices and these General Conditions.
3. MINIMUM AGE FOR ORDERING PRODUCTS
The Purchaser declares that he is at least 18 years old and has the legal capacity to conclude contracts. In case that the Purchaser is younger, he declares to hold a parental authorization or a tutor’s authorization allowing him to make an Order on the eShop.
4. POSSIBILITY to waive an order
Only in the case that the Purchaser is a consumer (meaning a physical person who orders for his personal use), he may waive his Order at any time up to 14 days at the latest after receipt of the Product package.
This Purchaser’s waiver/renunciation right is only possible if the whole package and the Products have not been damaged. The waiver may be notified to BELGA FACTORY by e-mail or registered letter addressed to the address mentioned in Article 1 of these General Conditions.
The Purchaser’s waiver right is subject to the fastest return possible of the Products delivered, and, in any case, within 10 calendar days at the latest from the date when e-mail or the registered letter has been sent. BELGA FACTORY will reimburse the Purchaser the amount concerned upon receipt of the Products returned by the Purchaser. After this period of calendar 10 days, the Products will not be taken back or refunded.
BELGA FACTORY also reserves the right to refuse to refund the returned Products if they have been opened and/or are incomplete or damaged, even if it is due to transport.
Unless otherwise specified in the order, prices are in Euro and include Belgian VAT, but exclude all costs and expenses which are not specifically mentioned in the Order.
100% of the price must be paid immediately with the Order by payment means allowed on the eShop.
The payment validity will be confirmed or not, after verification by the bank concerned. If the payment is confirmed, the deduction is made according to the terms of the bank issuing the Purchaser’s card.
The Products will be shipped only after receipt of the full amounts due on the BELGA FACTORY’s bank account.
BELGA FACTORY is in no way liable for any problems that the Purchaser may encounter during bank transactions.
BELGA FACTORY does not accept any other means of payment, including checks.
All costs, fees and bank charges are borne by the Purchaser.
7. DEADLINES AND EXTENSIONS
The deadlines for the fulfilment of BELGA FACTORY’s obligations are those agreed by the parties but are not compulsory. BELGA FACTORY can only be held liable if the delay is considerable and exclusively due to its gross negligence. The Purchaser does not have the right to refuse Products, demand compensation or termination of the Contract if the Products are delivered/supplied late unless this is due to BELGA FACTORY’s gross negligence.
Any later modification demanded by the Purchaser which digresses from the initial Contract may result in an increase in price and extend the completion deadline.
The Products are offered within the limits of available stocks. If all or part of the Products are unavailable, BELGA FACTORY will inform the Purchaser by email or phone and offer him the opportunity to choose between waiting, modifying his Order or cancelling the Contract without charge.
8. COMPLIANCE AND WARRANTY
The Products are manufactured in accordance with the norms and standards in force in Belgium and in the European Union, and according to the specifications detailed in the Contract, but not the specific norms of each country out of Belgium. Information on the Products are written in English only. The Purchaser confirms that he fully understands the English language.
BELGA FACTORY reserves the right to modify some features of the Products (such as recipes and ingredients) without warning or agreement from the Purchaser as long as their expected quality are not reduced.
As soon as the Products are available to the Purchaser, the Purchaser must examine them carefully within 8 working hours, and send to BELGA FACTORY details of any apparent cases of non-compliance for which BELGA FACTORY is responsible.
BELGA FACTORY guarantees that the Products are free from having any invisible material or manufacturing faults/defects for which it is exclusively responsible, during the shelf life of the Products, provided however that such defects are not due to external cause, alteration, abuse, negligence, misuse, unreasonable use, transport, loading/downloading, abnormal conditions of temperature or humidity, dirt, or in an otherwise improper manner, either intentional or otherwise, caused by the Purchaser or by a third party.
If there are faults/defects which are reported according to the terms of the last two paragraphs BELGA FACTORY must exchange (in part or in full) the faulty Products. The replaced Products will be sent to the Purchaser with the next Order made by the latter, unless otherwise agreed by the Parties. Products will continue to be covered by the guarantee for the remaining period of the original guarantee but no longer than this.
In the event that the Parties disagree on the faults/defects, they will rely on an independent laboratory chosen by them. They shall share equally the laboratory’s costs. Analysis supplied by this laboratory shall be binding for the Parties.
BELGA FACTORY may suspend its obligation of warranty as long as the Purchaser does not execute entirely its own obligations. Such suspension does not extend the initial warranty period.
No other warranties/guarantees whether statutory, written, oral, express, implied, including without limitation the warranties of merchantability or fitness for a particular purpose for instance, or otherwise, shall apply.
9. USE AND HANDLING OF THE PRODUCTS
The Purchaser acknowledges that the Products:
- are fragile items that must be handled and transported carefully and must be stored in a dry and clean area, and at the appropriate temperature (from 10° and 18° Celsius);
- must be handled, transported and stored in accordance with all local and international requirements and practices;
- must not be used for any other purposes than what is strictly recommended by BELGA FACTORY or by what is usually expected from the Products.
10. PURCHASER REFERENCES
Unless otherwise agreed in writing, and only in case that the Purchaser is NOT a consumer (meaning a physical person purchasing for its private use), BELGA FACTORY can quote the Purchaser’s name (including Purchaser’s logos and pictures) as a reference in any format and any support (brochures, websites, displays, posters, press releases, etc.), as well as general information in the public domain about the Products sold by BELGA FACTORY to the Purchaser.
11. INTELLECTUAL PROPERTY
BELGA FACTORY is and will remain the sole proprietor and beneficiary of all present and future intellectual rights, whatever they are, connected with the brand names, logos, designs, graphic designs, documents, manuals, products, recipes, concepts, know-how, manufacturing methods, original ideas associated with the Products, whether or not they are protected or registered. The Purchaser agrees not to imitate or forge the Products, market identical or similar products, apply for or register trademarks, logos or models, generally demonstrate any intellectual property right to any of these elements, or remove the labels from the Products that it has acquired, in any way whatsoever.
All documents and information, without restriction, given or shown by BELGA FACTORY to the Purchaser, manufacturing methods and techniques related to the Products, prices, commercial and financial conditions and costs shall remain strictly confidential. Unless this information has already come into the public domain in a completely lawful manner, the Purchaser may not under any circumstances, even after complete execution of the Contract, directly or indirectly divulge or communicate it to third parties and make use of it for himself or for a third party, other than for the strict execution of the Contract.
13. LIMITATION OF LIABILITY
13.1. Regarding the Products: BELGA FACTORY will not, in any case, be liable in any way whatsoever for any prejudice arising from the use, handling or storage of the Products.
13.2. About the information on the eShop: All texts, information, videos and photos available on the eShop are only indicative. They are not contractual and do not commit BELGA FACTORY. They are neither complete nor exhaustive.
BELGA FACTORY will not, under any circumstances, be liable, in any way whatsoever, for any direct or indirect damage (non-exhaustive list), of among others:
- the introduction of computer viruses spreading through the Internet;
- damage caused by computer hacking;
- partial or total, temporary or permanent interruption of the eShop access or the Products availability;
- computer crash;
- problems with navigation, bugs or slow server;
- downloading a file that damages the Purchaser's computer equipment or causes loss of data.
13.3. If BELGA FACTORY is found to be liable, it will only be liable for direct damage caused exclusively by its gross negligence, to the exclusion of any other damage including, but not limited to, loss of earnings, a rise in general costs, a loss of profit, loss of clientele, loss of expected savings or any other indirect damage or loss. The total amount of damages for which BELGA FACTORY is liable cannot exceed 10% of the value of the Contract.
14. MOMENTANEOUS OR DEFINITIVE INTERRUPTION OF ESHOP ACCESS
BELGA FACTORY reserves the right to interrupt the eShop or its activity and access to some or all Products, at any time, momentarily or permanently, without justification, notice and/or compensation.
By clicking on the button "I agree to receive newsletters from BELGA FACTORY", the Purchaser expressly agrees to receive them regularly in his email box our mailbox.
In each newsletter, there will be a URL link that will allow at any time the PURCHASER to unsubscribe to receive newsletters thereafter. Unsubscription will be free and will have immediate effect.
16. PERSONAL DATA AND PROTECTION OF PRIVACY
The Purchaser expressly agrees that the personal/private information (related to him as a physical person) that the Purchaser writes in the order form of the eShop or that the Purchaser communicates to BELGA FACTORY (by phone, e-mail, etc.) are used by BELGA FACTORY to process the Orders and to strengthen and personalize the communication including newsletters or e-mails that the Purchaser expressly agrees to receive.
BELGA FACTORY undertakes not to use the Purchaser’s personal data for purposes other than those provided for in the General Conditions.
Except in case that the Purchaser expressly agrees, BELGA FACTORY further undertakes to never disclose to any third party personal data regarding the Purchaser, with the exception of (i) companies or persons that/who perform, on behalf of BELGA FACTORY or independently, services such as credit card, Paypal or SMS payment processes or Product transport; (ii) of the company or the person that/who would acquire, in whole or in part, the BELGA FACTORY business; or (iii) of judicial authorities that would require access to it.
As soon as the Purchaser accesses the eShop, BELGA FACTORY registers certain information (notably thanks to "cookies" which are alphanumeric identifiers integrated into the Purchaser's hard disk via the Purchaser's Internet browser). The information that BELGA FACTORY collects includes the Purchaser’s IP-Internet Protocol address that connects the Purchaser's computer to the Internet, confirmation of receipt and reading of e-mails between the Purchaser and BELGA FACTORY, the connection data, e-mail addresses, password on the eShop, type of browser, operating system and platform, Order history, and URL tracking on the eShop.
It is possible for the Purchaser to refuse or disable cookies in "Help" in the toolbar of the Purchaser's browser. However, BELGA FACTORY does not recommend it in order to optimize the Purchaser's Orders on the eShop.
BELGA FACTORY will make every effort to protect the Purchaser’s personal data during transfers and eShop use. BELGA FACTORY uses Secure Sockets Layer Software (SSL) which encrypts the information that the Purchaser enters before it is sent to BELGA FACTORY. If the Purchaser shares a computer, the Purchaser will have to log out after each use.
The Purchaser’s data and other information are kept by BELGA FACTORY and are accessible to the Purchaser at any time and free of charge, on his request and without any justification, to the address mentioned in Article 1 of these General Conditions. The Purchaser has the right to demand, at any time and free of charge, any modification, correction or deletion of his personal data from the BELGA FACTORY database, as well as the immediate cessation of any receipt of e-mails and other communications from BELGA FACTORY.
17. FORCE MAJEUR
The Parties are not liable for failure to fulfil any contractual obligation which is due to events of force majeure which are out of their control, and which they could not have been expected to foresee when the Contract was signed or prevent or overcome, even if the event does not make execution of the Contract impossible but merely substantially more difficult or more expensive. Force majeure includes fire, strike, accident, sickness, natural disaster, destruction of plants or equipment, computer bugs, changes in IT environments, general lack of supplies or means of transport, delay or failure to fulfil obligations on the part of BELGA FACTORY’s suppliers or subcontractors.
In such circumstances, the defaulting party must inform the other party of the situation in writing as soon as possible. The parties’ obligations which are impossible to fulfil because of force majeure can be temporarily suspended or renegotiated. Should the case of force majeure lasts more than 6 months, the Contract will automatically be terminated, without any compensation, unless otherwise agreed by the parties.
18. TERMINATION OF THE CONTRACT
BELGA FACTORY can terminate the Contract or suspend its own obligations at any time and without notice or any compensation to the Purchaser, as of right and without prior notice:
- if the Purchaser fails to fulfil one of its contractual obligations or if it turns out that he will fail or if there is a risk that he will fail to fulfil one of his obligations, even if this happens before this obligation is due to be fulfilled. In this case, any payment(s) made or due from the Purchaser is/are definitively acquired by BELGA FACTORY, without prejudice to any additional damages and interest if the total value of the damage actually suffered by BELGA FACTORY turns out to be higher.
- in the event of incapacity, bankruptcy, insolvency, inability to make payments, a request to defer payment, voluntary or compulsory judicial reorganisation or any other event demonstrating the Purchaser’s financial difficulties.
- if BELGA FACTORY ceases trading or makes substantial changes to its professional activities.
- in the event of an instance of force majeure which lasts for more than 6 months.
If the Purchaser terminates the Contract without intentional gross negligence on the part of BELGA FACTORY, BELGA FACTORY will automatically be entitled to a lump-sum compensation worth 50% of the terminated Contract, without prejudice to any damages and interest if the total value of the damage actually suffered by BELGA FACTORY turns out to be higher.
19. APPLICABLE LAW AND JURISDICTION
The Contract and these terms and conditions are exclusively governed by Belgian law.
The parties agree to resolve any dispute arising from the Contract, or any later modifications thereto, in an amicable fashion.
If this is not possible within the month following the beginning of the dispute, the parties will refer to the regulations of BMediation (www.bmediation.eu), related to Mediation for any dispute arising from the Contract or relating to it either directly or indirectly. This Mediation must take place in Brussels in Belgium and will take place in French if the Purchaser is French-Speaking or in English if the Purchaser is not French-Speaking.
However, if the Purchaser is a consumer, he may require the use of the Mediation Service for the Consumer (http://www.mediationconsommateur.be/fr)
If no settlement can be arrived at during the mediation process, or if the parties agree to abandon the mediation process, any dispute, disagreement or claim which arises from or relates to the Contract will be ruled on by the courts and tribunals of Nivelles, in Belgium.
The obligations set forth in the sections entitled “Purchaser references”, “Intellectual property”, “Confidentiality”, “Limitation of liability” shall survive cancellation, termination or nullity of any contract between the parties.