ART 1. Scope
1.1. These general terms and conditions apply to every order made to or by The Essentials, a private company with limited responsibility subject to Belgian Law, with its Head Office in Belgium, 1410 Waterloo, Chaussée de Tervuren 198F, B5 and registered at the BCE under the number 0688 902 314.
1.2. The application of these general terms and conditions are a determining factor of The Essentials’ agreement. Every order made implies the full commitment without any reservation to these general terms and conditions which take precedence over all other previous versions or specifications issued by the purchaser and even assuing that these general terms and conditions contradict their own general terms.
1.3. Any deviation from these general terms and conditions may only take place with the prior written consent of The Essentials. Any exemption will be strictly interpreted and limited to the order to which it refers. The general terms and conditions of the other party or specifications, conveyed but not accepted in writing by The Essentials prior to the drafting of the contract, will not be applied.
1.4. Special terms offered to our clients or suppliers will always be strictly limited to the item or operation to which it refers and its interpretation will be very strict.
1.5. The instructions that are provided with our products are an integral part of these terms and conditions and provide additional information for the products in question.
ART 2. Order-offers
2.1. Unless stated otherwise, The Essentials’ offers are valid for 1 month.
2.2. Subject to the terms of Article 11, the order is firm and binding for the client without the option of returning, as soon as this has been received by The Essentials. Unless agreed in writing between the parties, any order is considered as accepted by The Essentials when a confirmation of the order and agreement on the payments terms is issued.
ART 3. Internet site, catalogues, etc.
The prices, rates, texts, photos, sketches, colours, diagrams and information to be found on the site www.theessentials.be, in our catalogues or other sales literature are given strictly as a guide and may not be considered contractual under any circumstances.
ART 4. Price and payment
4.1. All our prices are shown in Euro ex-work and are exclusive of tax, banking costs and transport.
4.2. Payment will be made exclusively in Euro to the Bank Account of The Essentials, in cash and without discount in the case of advance payment. All bank charges are borne by payer.
4.3. Under penalty of foreclosure and without prejudice to Article 6, any claim or dispute in relation to an invoice must be notified in writing to The Essentials within 8 days of its receipt.
4.4. Any default of payment will give The Essentials the right to defer any order in progress, without prejudice to the return of products that remain the property of The Essentials on foot of Article 7.
4.5. If an invoice is not paid by the due date, the client will be indebted to The Essentials, by right and without prior notice, for late payment interest at the rate of 12 % as well as fixed rate damages equivalent to 15 % of the principal due, with a minimum amount of 250 Euro (or 25 Euro if the order has been made by a B2C consumer). The costs related to external collection (serving of notice, administrative costs, reminder letters, etc.) including the services of a debt-collection company, will be the responsibility of the client, in line with the law applicable to these matters.
ART 5. Delivery and risks attached
5.1. The client may have the goods delivered to any place, provided all the costs related to the delivery are covered including shipping costs, custom clearance, packaging etc. as well as risk cover and that The Essentials is fully discharged.
5.2. Unless otherwise stated in writing, the estimated delivery and/or production time shown in our offers are simply a guideline. Subject to the terms of Article 11, a delay in delivery may, under no circumstances, give rise to termination of a contract or damages or interest.
5.3. Except in application of Article 11, the risks are transferred to the client as soon as the contract is concluded or for non-specific goods as soon as they are specified. The products are transported at the exclusive risk and peril of the client, even if the prices have been agreed carriage paid and regardless of the means of transport used. It is therefore the responsibility of the client to insure the products, especially with regard to any damage that may be noticed on receipt and any damage caused to a third party. The products are weighed, approved and delivered from our warehouse where the client may be represented by giving us due notice. Otherwise, we presume that the client has renounced the use of this right and the merchandise is deemed to have been received and agreed by the client in our warehouse before being sent out.
5.4. In the case of damage, delay, theft, full or partial loss of the merchandise etc. resulting from the transport or warehousing, the client will have recourse to the transport company, the caretaker or any other third party, fully discharging The Essentials. The client cannot evoke such events to refuse or postpone full payment for the products.
ART 6. Responsibility
6.1. The Essentials guarantees products against conformity issues, hidden problems and the direct damaging effects of these issues and faults, under the conditions provided for by law.
6.2. On receipt of the products, the client must examine the products carefully to see if there is any damage, anything missing, any faults or obvious defects, or if they do not correspond to the order and notify The Essentials in writing within 8 days. However, this kind of notification will not be admissible if the client has not expressed reservations on receiving the goods. In latter case, it is assumed that the delivery fully corresponds to the order and is complete and in good condition. In any case, The Essentials is not responsible for any delay, loss or damage to or by a third party, including the postal service or any other transport company.
6.3. Under penalty of foreclosure, the client will notify The Essentials in writing of any hidden defect or prejudicial consequence thereof within 30 days of discovery. The client should also be in a position to provide any justification regarding the reality of the claims made.
6.4. The responsibility of The Essentials, in the context of the contractual or legal guarantees, is limited to the price of the faulty or nonconforming products. It cannot be held responsible for indirect damages or any other prejudice suffered by the client or by a third party.
ART 7. Ownership reservation clause
7.1. The transfer of ownership of the products only takes place after payment in full, including any late payment interest or indemnities. If payment is not made by the due date, The Essentials has the right to take the products back at the client’s expense, without prejudice to the right to demand payment of the indemnities covered in Article 4.5.
7.2. Until payment is made in full, including any late payment interest or indemnities, the client may not sell the products, give them as surety or transfer them in any way, unless it is with the prior, written agreement of The Essentials who remains the owner, in accordance with Article 7.1.
ART 8. Termination of the contract
In addition to the execution of the contract in full to the satisfaction of the two parties or a joint written agreement of the parties to terminate the contract, the contract will rightfully end, without prior legal recourse and without prejudice to payment of indemnities covered by Article 4.5, in the following cases:
- if the client fails to meet one or other of his obligations within 8 days of having been served notice;
- in the case of bankruptcy, insolvency, the opening of a competitive situation or cessation of activities of one or other of the parties.
ART 9. Exemption from responsibility
Claims related especially to the following points will not be accepted and, therefore, The Essentials will have no responsibility for:
- incorrect use of the product or using it without following the instructions provided;
- use of the product by children or people without discerning capacities; - use of products by pregnant women, persons with allergies, skin problems or people with health problems such as epilepsy, diabetis or other. Those people should previously consult their medical doctor and/or pharmacist;
- use of the products or services for purposes other than those for which they were intended, particularly in light of their characteristics;
- damage due to force majeure, act of God, act of Government or other similar circumstances;
- the addition, transformation or use of accessories or complementary devices that do not comply with the technical specifications of normal professional use of the products;
- an intentional act or fault by anybody, including the client or his staff.
ART 10. Force majeure
Neither of the parties will be held responsible for failing to meet one or more of their obligations under this contract if the failure is due, directly or indirectly, to an unpredictable external event beyond their control, including but not limited to: wars, acts of terrorism, rallying, riots, strikes, lockouts, epidemics, machine breakdowns, atmospheric conditions, fire, explosions, etc. If such an event occurs, the invoking party that is unable to fulfil its obligations must notify the other party within 24 hours of the event, its nature, the expected duration, as well as the alleged consequences. The obligations of the parties will be suspended for the duration of the event. The party that invokes force majeure will, however, be obliged to propose means of getting round the force majeure event, and if necessary mentioning additional cost that these means may generate. The party will also be obliged to notify the other without delay of the end of the event that gave rise to the suspension of obligation.
ART 11. Notice
ART 12. Autonomy of clauses
If one or several clauses or part(s) of clauses of the contact should be declared invalid or contrary to the law, this will not affect the validity of the other clauses. If necessary, the parties will negotiate in order to agree on one or several terms that would allow them, where possible, to cover the objectives affected by the invalidity.
ART 13. Applicable law and competent jurisdiction
This contract shall be governed exclusively by Belgian law. In the case of a dispute between the parties, they agree to, first of all, try to find an amicable solution by way of consultation at a higher hierarchical level within the parties and, if that fails, to bring in a mediator approved by the Federal Commission of Mediation. Any dispute in relation to the validity, interpretation or execution of the contract concluded with The Essentials will be subject to the courts in the judicial district of Brabant-Wallon.