TERMS AND CONDITIONS – DISTRIFUND GROUP
ARTICLE 1: APPLICABLE TERMS AND CONDITIONS
1.1. Unless otherwise agreed in writing between the parties, these general terms and conditions apply to all deliveries of goods made by Distrifund Group, with its registered office at 9051 Ghent, Oudeheerweg 8 (CBE No. 0477.920.978), to the exclusion of any contrary terms and conditions of the customer.
1.2. Any order or assignment constitutes acceptance of these general terms and conditions, without any reservation, by the customer, who declares to have taken note of them prior to the conclusion of the agreement in a language he understands. By accepting these general terms and conditions, the customer acknowledges that each of these terms is genuinely intended and does not create any apparent imbalance in the agreement between the customer and Distrifund Group.
1.3. Every order or request must be accepted by Distrifund Group before it gives rise to a contract.
ARTICLE 2: DELIVERY
2.1. The delivery times communicated to the customer are merely indicative and therefore not binding. The mere fact that the expected delivery and/or completion times are exceeded does not, therefore, give rise to any claim for damages, nor to the termination of the agreement.
2.2. The goods are transported at the risk and peril of the consignee. By accepting these general terms and conditions, the customer acknowledges that this risk was taken into account in the pricing. Without this provision, the agreement between the customer and Distrifund Group would not have been concluded at the same price.
ARTICLE 3: PRICE AND PAYMENT
3.1. The customer agrees to pay for the delivered goods as described in the invoice.
3.2. Unless otherwise agreed in writing, invoices are payable in cash at the Distrifund Group headquarters in the currency specified on the invoice. The exchange rate risk is borne by the customer.
3.3. Complaints regarding invoices must be reported by the customer in writing without delay and no later than within 5 business days, failing which the right to complain shall lapse.
3.4. Failure to pay a past-due invoice shall result in all amounts due becoming immediately due and payable, regardless of any previously agreed payment terms.
3.5. In the event of total or partial non-payment of an invoice by the due date, the customer shall, by operation of law and without prior notice of default, owe late payment interest at a rate of 12% per annum on the unpaid invoice amount. Furthermore, the customer shall be liable, by operation of law and without prior notice of default, for a fixed compensation of 20% on the outstanding invoice amount, provided that this amount is not less than 50.00 euros. This is without prejudice to Distrifund Group’s right to claim higher compensation, provided proof of higher actual damages is provided.
3.6. Distrifund Group reserves the right to terminate the agreement for non-payment in the event of non-payment, in which case the customer shall be liable for the compensation provided for in Article 6.2.
3.7. Unless otherwise agreed in writing, agents or representatives of Distrifund Group may not collect the invoice amounts. A payment made to agents or representatives does not in any way release the customer from its obligation to pay Distrifund Group.
ARTICLE 4: LIABILITY
4.1. By accepting delivery of the goods, the customer acknowledges that Distrifund Group has immediately fulfilled its delivery obligation. The customer undertakes to take immediate delivery of the goods upon delivery and to inspect whether the quality and/or quantity of the delivered goods corresponds to what was agreed. Any visible defects in the delivered goods must be reported to Distrifund Group in writing without delay and no later than forty-eight (48) hours after delivery. Complaints regarding visible defects are valid and will only be investigated on the condition that the sold goods have not yet been put into use by the customer.
4.2. Distrifund Group shall be liable for damages caused by a breach of its contractual or legal obligations only if, and to the extent that, such damages are caused by its gross negligence or fraud. It shall not be liable for any other errors.
4.3. In the event that Distrifund Group is held liable for any damages, such liability shall in any case be limited to the invoice value of the goods delivered. Distrifund Group is never liable for indirect damages and costs, including but not limited to consequential damages, lost profits, lost savings, commercial damages, loss of production, or damages to third parties.
ARTICLE 5: RETENTION OF TITLE
5.1. All goods remain the property of Distrifund Group until full payment has been made by the customer.
5.2. Notwithstanding this retention of title, the customer bears the risk of loss, theft, destruction, or damage to the goods from the moment of shipment, regardless of the cause, and/or for any damage caused by these goods. By accepting these general terms and conditions, the customer acknowledges that this risk was taken into account in the pricing.
ARTICLE 6: TERMINATION
6.1. Distrifund Group has the right to terminate the agreement with the customer at any time, with immediate effect, without prior court authorization, without prior notice of default, and without payment of any compensation in the following cases: (i) if the customer fails to fulfill one or more obligations arising from the agreement in a timely and proper manner, (ii) if confidence in the customer’s creditworthiness is undermined by acts of judicial enforcement against the customer or by suspension of payments or the filing for insolvency proceedings, (iii) in the event of liquidation or cessation of the customer’s business activities.
6.2. In the event of termination of the agreement at the customer’s expense, Distrifund Group is entitled to a lump-sum compensation amounting to 20% of the agreed price, without prejudice to its right to claim higher compensation provided it can prove that it has actually suffered greater damages. This lump-sum compensation is proportional to the loss suffered by Distrifund Group as a result of the non-performance of the agreement.
ARTICLE 7: GOVERNING LAW AND JURISDICTION
7.1. Disputes arising under this agreement shall be governed exclusively by Belgian law.
7.2. Any dispute concerning the existence, performance, or interpretation of this agreement shall fall exclusively within the jurisdiction of the courts of the judicial district of Ghent, Ghent Division.
MISCELLANEOUS for ERARD NV
In accordance with Article L.541-10-13 of the French Environmental Code (Code de l’environnement) regarding extended producer responsibility (EPR), our unique identification number for the textile, household linen, and footwear stream (TLC), assigned by Refashion, is as follows:
IDU Refashion: FR207681_11FXMH