GENERAL CONDITIONS “VANDEMAAS B.V.B.A.”

I. APPLICABILITY

1)

In the present General Conditions the undermentioned terms have the following meaning:

a)

“VANDEMAAS” :

VANDEMAAS B.V.B.A.,Kasteelstraat 77A , 9140 Temse, KBO 0637.948.412,e-mail address: office@vandemaas.com, acting under the trade name “VANDEMAAS B.V.B.A.”, hereunder called VANDEMAAS.

b)

'Buyer' :

any natural person or legal entity maintaining or entering into any kind of contractual relationship with VANDEMAAS.

c)'Consumer Buyer' :

any natural person or legal entity acquiring or using exclusively for non-professional purposes any of the products or services placed on the market.

d)'Products'

the object of one or several contract(s).

.

2)

The present General Conditions apply to any offers from VANDEMAAS as well as any contracts entered into with VANDEMAAS.

If explicitly stated, additional conditions other than the present General Conditions may apply to certain services and/or products. In case of differences between the Additional Conditions and these General Conditions the provisions of the Additional Conditions always take precedence over the General Conditions, unless stated otherwise.

Any deviation from one or more provisions in the present General Conditions is only allowed after explicit mutual agreement in writing. In this case the other provisions of these conditions will remain in force to their full extent.

General Conditions maintained by the Buyer are only applicable after explicit written agreement by VANDEMAAS.

VANDEMAAS reserves the right to modify and/or amend the General Conditions at any time for future orders.

By using the website of VANDEMAAS and/or by placing an order the Buyer agrees with the present General Conditions as well as with any rights and obligations as stated on the website.

VANDEMAAS is entitled to draw upon a third party for the execution of a contract with the Buyer.

II. OFFERS AND CONCLUSION OF CONTRACTS

1.             Offers are valid while stocks last. Should stocks prove insufficient and delivery within thirty days should be impossible the sales contract will be considered as never having been concluded.

2.             Any offer made up by name is valid for two  (2) weeks unless otherwise specified in the offer.

3.             An offer becomes binding following handing over of an order confirmation to the Buyer or in case of an offer submitted via the website following sending of a confirmation e-mail to the address stated by the Buyer.

4.             The Buyer and VANDEMAAS explicitly agree that a valid contract can be concluded by using electronic means of communication. In particular, any lack of a normal signature or a certified electronic signature does not compromise the binding nature of the offer and the acceptance thereof. The electronic files of VANDEMAAS will hereby serve as an assumption of proof as far as allowed by law.

5.             All information, pictures, oral communications, statements etc. given via phone or e-mail with regard to any quotes and key characteristics of the products will be made as precisely as possible.

III. PriCES

1.             All prices are expressed in Euro’s and are exclusive VAT and any other taxes, fees and costs, including delivery costs .

2.             Special offers are only valid while stocks last.

3.             The Buyer owes the price stated by VANDEMAAS in her confirmation according to article 2.3 of the present General Conditions. Subject to errors, this price will already be stated for information at the end of the “check-out process’. Any obvious (manipulation) errors in the price statement such as obvious incorrectness may be corrected by VANDEMAAS even after conclusion of contract.

4.             The Buyer will be clearly informed should delivery costs accrue. Regarding certain payment methods more specific conditions concerning the delivery method to the Buyer and the additional costs may apply. The Buyer will be clearly informed of these special conditions.

IV. PAYMENT

1.             Orders made via the Website can be paid by credit card or bank transfer onto the bank account of VANDEMAAS.

2.             VANDEMAAS may extend the payment options in the future. When other means of payment will become available a corresponding announcement will be placed on the website.

3.             If a payment deadline has been agreed with VANDEMAAS, the Buyer will be considered to be in default as soon as this deadline has expired. Payment terms may only be agreed in writing under conditions also to be agreed at that time.

4.             If payment by credit card is chosen, the conditions of the issuer of the credit card will apply. VANDEMAAS is no party in the relationship between the Buyer and the credit card issuer.

5.             In case of non-payment or untimely payment by the Buyer the Buyer owes interests on the open amount at the legal interest rate of + 2 % starting on the ultimate due date until receipt of full payment.

6.             Also at the expense of the Buyer are any costs (inside or outside court) incurred by VANDEMAAS due to the Buyer’s non-fulfilment of his (payment) obligations.

7.             In case of untimely payment VANDEMAAS has the right, effective immediately, to terminate the contract or to suspend (further) delivery until such time the Buyer has entirely fulfilled his payment obligations including payment of any interests and costs owed.

V. DELIVERY AND DELIVERY TERM

1.             Orders will be delivered as soon as possible. VANDEMAAS always aims for delivering orders within fourteen (14) days after order date. Unless stated otherwise the ultimate delivery date is thirty (30) days upon receipt of order, except in case of payment by bank transfer, when the ultimate delivery date is 30 days upon receipt of payment. Except for a Consumer Buyer the stated delivery date serves only as an indication and therefore no rights may be derived from it.

2.             Deliveries will be made to the address as indicated by the Buyer during conclusion of contract.

3.             As soon as the ordered products have been delivered to the stated delivery address the entire risk for these products passes onto the Buyer.

4.             The Buyer is obliged to accept the goods within the agreed time, in default of which VANDEMAAS has the right to either request payment of the purchase price of the unaccepted part of the order or to consider the contract as terminated without judicial intervention (against return payment to the Buyer of any advances that may already have been paid for the product in question.

 

 

VI. DEFAULTS AND COMPLAINT PERIOD

1.             The Buyer is obliged to carefully inspect the products immediately upon receipt. Complaints of the Buyer regarding defaults of the product or delivery which are discernible on the outside will have to be reported to VANDEMAAS in writing no later than seven (7) days after delivery (or within seven (7) days after date of invoice in case delivery of the products to the Buyer was not possible).

2.             The Buyer, not being a Consumer Buyer, does not have the right to return products without a justifiable reason. Should this happen anyway without valid reason any costs in connection with the return delivery are at the expense of the Buyer. Under these circumstances VANDEMAAS has the right to store the products for account and at the risk of Buyer with a third party and upon request and for account of Buyer return the products to Buyer.

VII. RIGHT OF WITHDRAWAL AND REPLACEment

1.             In accordance with the provisions of the Belgian law dated April 6th 2010 the Consumer Buyer may exercise his right of withdrawal within fourteen (14) work days after delivery of the product without penalties and without providing any reason. The right of withdrawal becomes invalid if the product or the packaging is no longer in its original, complete, undamaged and unused state. All supplied documentation, proof of warranty and packaging materials will have to be returned together with the product. The return delivery will have to take place via the same way as delivery and to the address of  Vandemaas, Kasteelstraat 77A, B-9140 Temse, Belgium. If the Consumer Buyer should exercise his withdrawal right he is obliged to inform VANDEMAAS of his intention within fourteen (14) work days after receipt of the product. The product will then have to be returned to VANDEMAAS in the same state as it was received by the Consumer Buyer and stating his bank account number. The costs for return delivery are for account of the Consumer Buyer.

2.             If the Consumer Buyer has exercised his withdrawal right as mentioned above, VANDEMAAS will ensure refund of the payment made by Consumer Buyer within thirty (30) days via bank transfer to the account number as received by VANDEMAAS from the Consumer Buyer.

3.             VANDEMAAS can never be held liable for any damages, including theft or loss, occurring during return of the product.

4.             According to article 47 §4,2° of the above mentioned law dated April 6th 2010 the Consumer Buyer may not exercise a withdrawal right for contracts regarding delivery of products manufactured according to specifications of Consumer Buyer or which have a clearly personal character or which as per their nature cannot be returned or might deteriorate or age.

5.             If the product is not received in accordance with the conditions of the withdrawal right the purchase price will not be refunded. The product remains the property of Buyer who will be obliged to collect it within two weeks. Upon Buyer’s request the product can also be delivered back to him.

VIII. TITLE RETENTION

1.             Despite effective delivery the title to a product will only pass onto the Buyer after full payment of the amount owed by him for this product, including payment of any interests and costs.

2.             The Buyer may not debit, sell, forward, alienate or in any way burden the products until the title has passed onto him.

IX. WARRANTY AND LIABILITY

1.             If the delivered products do not comply with the provisions of the contract the Buyer has to inform VANDEMAAS within two months after such discovery is made. Consumer Buyers have the rights as stated in articles 1649bis to 1649octies of Civil Law.

2.             In case of a justified complaint the Buyer may choose to either return the delivered goods or to have them exchanged against a new specimen of the same product.

3.             If for whatever reason VANDEMAAS should be obliged to pay damages to a Buyer who is not a Consumer Buyer such compensation may never exceed the invoice amount of the product or service which caused the damage.

4.             Irrespective of the provisions in this article, no warranty applies in the following circumstances:

- the deterioration can be considered normal

- modifications, including repairs, have been carried out on the product without previous consent of VANDEMAAS

- the original invoice cannot be presented, has been changed or has been made illegible

- the defaults are due to inappropriate or incompetent use of the product

- the damages were caused intentionally, through negligence or careless maintenance

5.             The Buyer who is not a Consumer Buyer has to hold VANDEMAAS harmless against any claims from third parties concerning the execution of the contract (e.g. consecutive damages) to the extent permitted by law that the damages and costs in question will be for account of the Buyer.

6.             It is possible that on her website VANDEMAAS will install links to other websites which may be interesting or informative for the visitor. Any such links serve only for information purposes. VANDEMAAS will not be responsible for the contents or use of the website to which the link refers.

7.             If in order to establish a defect of the product or a part thereof which is excluded from warranty costs are incurred and such costs seem to be excluded from warranty according to article 9.3, then these costs will always be at the expense of the Buyer. VANDEMAAS will make appropriate efforts to inform Buyer beforehand of such costs. However, even in case of absence of such information the Buyer will always be obliged to pay these costs.

8.             If costs are incurred for repair of a defect and this repair seems to be excluded from warranty according to article 9.3, then the Buyer will be informed of this. If the Buyer does not explicitly confirm in writing that he agrees with the stated costs then his property can be returned to him against payment of the investigation costs. If the Buyer does not pay these investigation costs within six (6) months after providing the cost estimate the title to the product passes onto VANDEMAAS.

9.             In any case VANDEMAAS is only liable for gross and/or intentional defaults, irrespective of liability according to the law on product liability. The same applies to liability of employees of VANDEMAAS.

X. FORCE MAJEURe

1.             In case of Force Majeure VANDEMAAS is not obliged to fulfil her obligations towards the other party. VANDEMAAS has the right to postpone her obligations for the duration of the state of force majeure.

2.             Force Majeure means any circumstance beyond her will by which fulfilment of her obligations towards the other parte will be entirely or partly be prevented. These circumstances include but are not restricted to: strikes, fire, operational disturbances, energy disruptions, disruptions of a (telecommunication) network or connection or used communication systems and/or the unavailability of the website, non- or untimely  delivery by suppliers or other third parties involved and missing authorization to be obtained from any authority.

XI. IntellectuAL PROPERTY

1.             The Buyer explicitly acknowledges that all intellectual property titles of presented information, communications or other statements concerning the products and/or the website will at all times remain with VANDEMAAS, her suppliers or other rightful owners.

2.             Intellectual property title includes any rights to patents, trademarks, drawings and models as well as copyrights and/or other (intellectual property) titles, including technical and/or commercial know-how, methods and concepts, whether patentable or not.

3.             The Buyer is not allowed to use and/or modify the intellectual property titles as described in this article, for example by reproducing entirely or partially either the website or the offered products without prior explicit consent in writing by VANDEMAAS, her suppliers or other rightful owners, unless it concerns a non-commercial and merely private use of the product itself. However, this permitted use may not in any way violate the property rights, and the origin of the reproduction must clearly be stated. No violation whatsoever of the VANDEMAAS will, however, be permitted and will be prosecuted by all legal means available, even according to criminal law.

 

 

XII. PERSONAl DATE AND USE OF THE WEBSITE

1.             VANDEMAAS will process Buyer’s data according to her privacy statement. VANDEMAAS will hereby observe all applicable laws and regulations.

2.             VANDEMAAS will ensure privacy of the private data:

Any visit to our homepage and any access of data saved on the website will be logged for system and statistical purposes. This log includes: name of accessed data, date and time of access, transferred data, announcement of a successful access, web browser used and name of accessing domain. IP addresses of the caller are logged as well.

Any other personal data will only be stored if these are provided voluntarily during an enquiry or a registration.

The Buyer may always request access to his personal data in writing via normal mail to the above addresses and may ask to have his data either corrected or removed.

On her website, VANDEMAAS uses Google Analytics, a web analysis service by Google Inc. For that purpose cookies are used.

3. The use of the VANDEMAAS website is at one’s own risk. VANDEMAAS will not be responsible should information on the website prove to be incomplete or incorrect. Neither does VANDEMAAS guarantee that the material provided on the website is complete and up-to-date and that a visit to the website will be without problems, disruptions or faults. VANDEMAAS always reserves the right to limit or terminate the website partially or entirely.

Any non-personal information or data sent via e-mail or in any other way to the website, such as questions, comments etc. are considered to be non-confidential and will therefore not be protected or treated as confidential. Any information communicated or transferred becomes property of VANDEMAAS.

VANDEMAAS will not take any responsibility regarding web links to other websites or for the contents, correctness or functioning of these third party websites.

Neither VANDEMAAS nor any other party involved in setting up this website will be liable for damages and/or costs caused by the visit, use, impossibility of use or modifications of this website or any other website to be reached via a link on this website.

The user and/or visitor of this website is forbidden to publish or post any illegal, threatening, offending, obscene, scandalous, pornographic or other disrespectful materials or materials of a similar nature on this website. It is also forbidden to doubt or damage the good name of VANDEMAAS or her employees. In cases such as described in this article VANDEMAAS reserves all rights, including claiming of damages and take legal actions against the culprit.

XIII. APPLICABLE LAW AND COMPETENT COURTS OF LAW

1.             All offers and contracts are exclusively ruled by Belgian law, excluding the principles of legal conflicts in space.

2.             The applicability of the Viennese Purchase Contract is explicitly excluded.

3.             Any conflicts concerning or arising from offers of VANDEMAAS or contracts concluded with her will be brought before a competent judge in Antwerp.

 

 

 

XIV. VARIOUS PROVISIONS

1.             If any of the provisions of these General Conditions should be illegal, void or not enforceable, then this provision will be considered as being separated from these General Conditions and will not influence the validity or enforceability of the other provisions. These General Conditions represent the complete agreement between the Buyer and VANDEMAAS concerning the matter included therein.

2.             The Buyer may not transfer his rights and/or obligation to third parties without explicit agreement by VANDEMAAS.