Terms and conditions of sale
General
All orders placed with Wooh Original Office Store S.A. (“Wooh”) are governed exclusively by the following terms and conditions. Consequently, the placing of an order implies the customer’s full and unreserved acceptance of these terms and conditions to the exclusion of any general or special conditions of the customer. Any clause derogating from the present conditions is only binding upon us with our express written agreement.
Order
Our catalog and commercial documents are not contractual. Orders placed are only binding on us when we confirm the products ordered in writing or by delivery.
Wooh reserves the right to modify these general conditions. These will be applicable to any order placed by the customer after the communication to him of the modified general conditions.
Products
The characteristics of the products presented in our catalogs may change, and no modification may give rise to a claim for damages. Should any modification occur, the customer will be informed at the time of ordering and before any delivery.
Price
Unless otherwise agreed in writing, the prices given in our catalogs are in EURO, exclusive of VAT (21% or 6%) and do not include delivery charges. Where applicable, your invoice will also include the Recupel (collection and recycling), BEBAT and reprobel fees. Only the RECUPEL recycling fee is included in the price of the electrical equipment concerned. The prices invoiced are those shown in the catalog in force at the time of the order, or, if different, those shown in the quotation. Should prices change, the customer will be informed at the time of ordering and before delivery.
Claims
The customer is obliged to inspect or have inspected the goods delivered upon receipt. Complaints must be made by registered letter to Wooh within 7 calendar days of taking possession of the goods, whether by the customer or a third party. After this period, the goods are deemed to have been accepted by the customer.
Under no circumstances may a complaint be invoked to delay payment of the invoice. A return of goods will only be accepted after prior written request and written agreement from Wooh. The costs of a return organized by the customer without prior written agreement from Wooh can never be taken into consideration by the latter.
Any complaint concerning the invoice must be made by registered letter within 7 calendar days of the invoice date, failing which the invoice will be deemed to have been accepted.
Warranties
All our products are covered by (1) the legal warranty against hidden defects, and (2) a 2-year “product” warranty against manufacturing defects. The benefit of these warranties cannot be claimed by the customer in the event of improper installation, improper use, improper maintenance or modification of the products, and is subject to strict compliance with payment terms and deadlines. The invoice serves as the warranty certificate.
If Wooh recognizes the defective nature of one of its goods, it will be replaced by similar goods of the same value. If such replacement is not possible, Wooh will refund the defective goods as soon as possible. In any case, Wooh’s responsibility will not exceed this replacement / refund. In particular, Wooh shall not be liable for any indirect loss or damage whatsoever. Differences in size, tone, color and execution are expressly tolerated in view of the nature and composition of the goods.
Delivery and transfer of risk
Delivery takes place when the products are delivered to the address indicated by the purchaser, by a carrier or a shipper appointed by us. The risks of partial or total loss or damage to the goods are transferred to the customer, on the day the goods are at his disposal, whether or not he takes delivery, or whether or not he collects them from Wooh’s warehouses.
Delivery times are indicative. A delay in delivery can never give rise to any fines or compensation on the part of Wooh or justify the cancellation of the order by the customer.
Wooh has the right to refuse one or more deliveries or even new orders in the event that the customer does not meet one or more of its obligations to Wooh (for example its obligation to pay), whatever the reasons. Under no circumstances shall Wooh be obliged to take back the customer’s stock of goods.
When goods ordered are to be delivered to a country other than Belgium, the customer is considered to be the importer, and must therefore comply with the laws and regulations in force in the country in which the goods are received. The customer may be subject to import duties or taxes upon arrival of the goods in the country of delivery. Any such additional customs clearance charges shall be borne by the customer.
Terms of payment
Unless otherwise indicated on the invoice, invoices are payable in cash, without discount, on receipt.
Wooh is entitled to unilaterally and immediately modify the terms of payment if the customer’s financial situation worsens.
At any time, Wooh is entitled to require guarantees of payment. Failing receipt of the requested payment guarantee, Wooh shall be entitled to delay delivery of outstanding orders or to consider them null and void. Any direct or indirect costs arising from such delays or cancellations, such as additional delivery costs, will be borne by the customer.
Default of payment
In the event of non-payment on the due date, the invoice will automatically and without the need for formal notice bear interest at the annual rate of 10% from the due date, plus a flat-rate penalty of 10%, with a minimum of 150 Euros, for administrative costs.
Failure to pay a single invoice by the due date will automatically render all other invoices, whether due or not, immediately payable.
Reservation of ownership
The goods delivered in execution of an order remain the property of Wooh until full payment of the price, not only of these goods, but also of all goods sold and delivered to the customer by Wooh and whose price has not yet been fully paid.
By price is meant the price invoiced by Wooh, including costs, in particular transport costs relating to the sale and value added tax, as well as any default interest and compensation due as a result of non-performance or late performance of the contract.
In the event of non-payment by the customer within the contractual period, Wooh may (but is not obliged to) demand the return of the goods at the customer’s expense and risk, without prejudice to any other rights it may have under the contract or by law. In this respect, placing an order with Wooh implies that the customer authorizes Wooh to collect any unpaid goods. Goods in stock are presumed to be those unpaid. In any case, the parties agree that Wooh’s goods are things of kind allowing Wooh to implement its retention of title clause on all goods similar to those unpaid which are in stock at the customer. The customer is liable for a devaluation indemnity set at 10% of the price of the goods per month of detention from delivery to restitution. This indemnity will be offset against any advance payments made.
Without prejudice to the foregoing, the customer hereby assigns to Wooh any price claim resulting from the resale, on credit, of goods for which the purchase price has not yet been paid to Wooh at the time of said resale. In order to implement this assignment by notification to the assigned debtor, the customer authorizes Wooh to inspect its books of account, invoices, order books and other relevant administrative, financial and accounting documents.
Force majeure
The delivery period of the goods is extended by a period corresponding to the period during which Wooh is prevented from fulfilling its obligations due to force majeure.
Force majeure is any event beyond the reasonable control of Wooh that affects the performance of its obligations, including, but not limited to, natural disasters, riots, war and military operations, national or local emergencies, acts or negligence of public authorities, economic disputes of any nature whatsoever, labor actions, fires, floods, lightning, explosions, collapses, as well as any act or negligence of a person or entity beyond Wooh’s reasonable control, including third parties from whom it obtains supplies.
If, due to force majeure, the delivery date is delayed by more than two months Wooh has the right to cancel the order without the customer being able to assert any right to compensation. If the force majeure occurs after the order has already been partially fulfilled, the customer shall retain the goods already delivered and pay the price thereof.
Order cancellation
All order cancellations must be made in writing. In the event of an order cancellation not justified by a case of force majeure (see above), the customer is liable to pay a flat-rate compensation of 25% of the total order amount, covering fixed and variable costs as well as loss of profit.
Disputes
These terms and conditions and the contracts to which they apply are governed by Belgian law.
The courts and tribunals of Nivelles are exclusively competent to hear any dispute between the parties concerning these general conditions and the contracts to which they apply. However, Wooh reserves the right to apply to another competent court if it deems this appropriate.