General terms and conditions for sale of products and services
Definitions and scope
The General Terms and Conditions for the sale of products and for the provision of services, hereinafter referred to as the “terms and conditions”, apply to all orders placed with Pantarein Publishing bv, whose registered office is at Martelarenlaan 9, B-3150 Haacht, registered with the Crossroads Bank for Enterprises under the number 0474604766, hereinafter referred to as the “service provider” or the “seller”.
The present terms and conditions constitute the agreement binding the seller/service provider and the client. They are hereinafter jointly referred to as the “parties”.
The “client” is any natural or legal person ordering products and/or services from the seller/service provider.
The “consumer” is the customer, a natural person, acting for purposes outside their trade, business, craft or profession.
The present terms and conditions are the only ones applicable between the parties.
These exclude the client’s general or special terms and conditions that the seller/service provider has not expressly accepted in writing. The terms and conditions can be freely consulted at any time on the seller/service provider’s website: wearepantarein.be, so that when placing an order the client must declare that they have taken note of the terms and conditions, and confirm that they accept the rights and obligations included therein.
The seller/service provider reserves the right to amend these General Terms and Conditions at any time, without prior notice, subject to these amendments being displayed on their website. These amendments will apply to orders for products and/or services placed thereafter.
Offer and orders
An agreement between Pantarein Publishing and the client is established when the client accepts a drafted quotation by signing, digitally or in written form, by confirmation from the client via e-mail or other digital channels (Messenger, WhatsApp, Teams), or after a request to begin the work.
The client remains responsible for the correct and timely delivery of information, collaboration and input concerning the services and output delivered by Pantarein Publishing.
It is up to the client to check the correctness of the order and report any errors to the seller/service provider immediately.
The seller/service provider reserves the right to suspend, cancel or refuse the client’s order, in particular if the data communicated by the client proves to be altogether incorrect or incomplete or if a dispute exists regarding the payment of a previous order.
Every order constitutes an acceptance by the customer or client of our terms and conditions, and is only deemed binding after written confirmation by our company. The client’s signature on documents and e-mails sent by them are considered binding.
Any person or company that places an order on behalf of a third party, or one that is to be invoiced to a third party, takes responsibility for that third party, in accordance with Article 1120 of the Civil Code, and will be responsible for payment.
Cancellation of the agreement and/or order by the client is only possible if the seller/service provider has not yet started its work and by payment of a compensation of 30% of the agreed price, with a minimum fee of EUR 250.
Payment
Invoices are payable – in the currency of the invoice – at the registered office of the seller/service provider no later than 30 days after the invoice date.
Any dispute regarding an invoice must be submitted by mail via recorded delivery to the registered office of the seller/service provider within eight days of receipt of the invoice. Failing this, the client can no longer dispute the invoice.
If an invoice is not paid on the due date, the full outstanding amounts become claimable immediately.
Any invoice that remains unpaid on its due date will, with regard to an individual, automatically and without prior notice, incur interest on arrears at 8% per annum. With regard to merchants, the Law of 2 August 2002 will apply.
Any invoice that remains unpaid on the due date will furthermore be increased, by way of damages and interest, ipso jure and without prior notice, by a lump-sum compensation amounting to 10% of the unpaid amount.
Cost price
The price of products and/or services is expressed in euro, taxes not included.
Any increase in VAT (Value Added Tax) or any new tax that would be imposed between the time of the order and delivery and/or performance will be automatically charged to the client.
Any delivery costs are not included in the price displayed, but are calculated separately in the course of the ordering process, according to the method and place of delivery, as well as according to the number of products and/or services ordered.
Terms and deadlines
Unless otherwise accepted, expressly in writing, by the seller/service provider, the delivery and/or performance deadlines mentioned in the terms and conditions are not expiry dates. The seller/service provider cannot be held liable for delays unless they concern a significant delay attributable to their own serious fault.
The client cannot invoke the delivery and performance deadlines to break the contract, cannot claim damages or interest, and cannot assert any other claims, unless otherwise agreed expressly in writing by the seller/service provider.
In the event of a delay in delivery of more than 30 working days, the client will have to send a proof of default to the seller/service provider by registered letter, which will then give the latter 50% of the prescribed period to deliver the ordered product(s) and/or perform the ordered services.
Retention of title
The seller remains the owner of the ordered products until the day of full payment. Ownership of the products is transferred to the client only after collection or delivery of the articles and after full payment of the order. As an exception to Article 1583 of the Civil Code, the sold, delivered or installed goods remain the exclusive property of the seller until the day of full payment of the invoice. As long as the payment of the cost price has not been made, the client is prohibited from pledging, donating or using the goods as security in any way whatsoever. The client is expressly prohibited from making any alterations to the items, making them immovable by incorporation or use, selling them or possessing them in any way.
As long as the seller has title to the goods delivered, in accordance with the provisions of this clause, the client remains liable for the maintenance and good condition of these products. During this period, only the client will be liable for any loss or damage to the products. If necessary, the client undertakes to insure the products against any risk. The client also undertakes to keep the products in such a way that they cannot be confused with other products, and it remains clear at all times that the goods are the property of the seller.
Termination of the order
Any advance payment made by the client to the seller/service provider will not be refunded to the client. If no advance payment was made by the client, the seller/service provider is entitled to claim a cancellation fee from the client amounting to 30% of the price of the products and/or services that were part of the order cancelled by the client.
Delivery and/or execution of the order
The delivery and/or execution deadlines indicated by the seller/service provider are shared for indicative purposes only, and are not binding upon the seller/service provider. Consequently, a delay in the delivery and/or execution of the order can under no circumstances give rise to any compensation, interest, claim of breach of contract and/or suspension of the client’s obligations.
The order will be delivered to the client or executed after full payment only. The transfer of ownership and risks takes place when the order is paid in full. The client is therefore informed that they alone bear the risks associated with the delivery.
Availability
The products offered for sale by the seller are only offered to the extent that they are in stock.
In the event of unavailability of one or more products after payment of the order, the seller undertakes to inform the client of this as soon as possible, and offers the client the choice between reimbursement, modification of their order, or delayed delivery as soon as the products in question are back in stock.
Reception of the order and complaints
Any complaints must be submitted in writing within a period of eight days following the delivery of the order or following the notification that the order is available at the designated pick-up point. If the complaint is not submitted in the above-mentioned manner and within the stipulated period, it cannot be taken into account, and the client is deemed to have definitively accepted the order.
Any complaints relating to the services rendered by the service provider must be submitted in writing within eight days of the occurrence of the event giving rise to the complaint. Failure to submit the complaint in the aforementioned manner and within the stipulated period will result in the complaint not being taken into account.
If a complaint is found to be justified, the seller/service provider shall have the choice between replacing the product and/or services in question or refunding the price of those products and/or services.
Intellectual property rights
The information, logos, drawings, brands, models, slogans, corporate identity, etc., accessible via the seller/service provider’s website or catalogue are protected by intellectual property rights.
Subject to prior and express stipulation to the contrary, the client is not allowed to modify, reproduce, rent out, lend, sell, distribute or create derivative works based on all or part of the elements depicted on the website or in the catalogue of the seller/service provider.
Unless expressly stated, the agreed price does not imply a transfer of intellectual property rights and/or industrial rights in any way.
Warranty
○ Legal warranty for all clients
In accordance with Articles 1641 to 1643 of the Civil Code, the seller is obliged to indemnify the products against hidden defects that render the products unsuitable for the use for which they are intended or which diminish this use to such an extent that, had the client known about the defect, they would not have purchased the products or would only have purchased them at a lesser price.
If a hidden defect is detected, the client must act within a short period of time, in accordance with Article 1648 of the Civil Code. The client will have the choice of either returning the product affected by a hidden defect for a full refund of the price, or keeping the product in exchange for a partial refund of the price.
The seller is not obliged to indemnify the products against visible defects that the client observed or could have observed at the time of the sale. The seller is only obliged to indemnify the client against hidden defects of which they themselves were aware at the time of the sale and which they did not report to the client.
Only the invoice or the order form is valid for the client as a certificate of warranty towards the seller. These documents should be retained by the client and presented in their original version.
○ Warranty related to services provided
The service provider undertakes to perform the services with due diligence.
With regard to the services provided, the client has a guarantee of conformity with the initially requested services. If a discrepancy is detected within this period , the service provider shall remedy this discrepancy free of charge and as soon as possible, provided that the detected discrepancy is notified as such to the service provider. The following are expressly excluded from the guarantee of conformity: services requested as a result of an unauthorised intervention or modification, as a result of incorrect or non-conforming use by the client, or as a result of a deviation created by the intervention of the client or a third party.
The service provider declares that the results of the services provided that would be protected by intellectual property rights constitute original creations. If the service provider would have relied on third parties to provide all or part of these services, they declare to have obtained all necessary rights and permissions for the performance of these services.
Accordingly, the service provider shall indemnify the client against any claim, allegation, revindication or opposition of any person claiming an intellectual or industrial property right in respect of all or part of the services provided, or alleging an act of unfair competition.
Liability
Generalities. The client acknowledges and accepts that all obligations to which the seller/service provider is bound must be expressly stated and that the seller/service provider is not liable except for fraud or gross negligence. In the hypothesis in which the client proves the existence of gross fault or fraud on the part of the seller/service provider, the damage to which the client can lay claim is limited to the material damage directly resulting from the fault attributed to the seller/service provider, to the exclusion of all other damage. In any case, these damages cannot exceed 75% (excluding taxes) of the amount effectively paid by the client in execution of the order.
The client also acknowledges that the seller/service provider is not liable for any direct or indirect damage caused by the products or services provided, such as loss of revenue, increase in overheads, loss of clientele, among others.
The seller/service provider bears no responsibility in instances where incorrect details were transmitted by the client, or if an order is placed by a third party on behalf of the client.
Internet and new technologies
The client acknowledges the limitations and risks associated with the use of the Internet or any other means by which a website is or will be made available. The client also acknowledges the risks associated with the numerical or electronic storage and transmission of data.
Given the aforementioned risks, the client accepts that the seller/service provider cannot be held liable for the damage caused by the use of the seller/service provider’s website (as well as any applications) or by the Internet.
Among other things, the client accepts that the electronic communications exchanged and the backups realised by the seller/service provider may serve as evidence.
Miscellaneous stipulations
Case of force majeure or chance. The seller/service provider cannot be held contractually or extra-contractually responsible in the event of temporary or permanent non-performance of their obligations, if such non-performance is due to a case of force majeure or accident.
The following shall be considered as cases of force majeure or accident in particular: 1) the loss or total/partial destruction of the seller/service provider’s IT system or their database, if any of these events cannot reasonably be attributed directly to the seller/service provider and if it cannot be shown that the seller/service provider failed to take all reasonable measures that could have avoided these events, 2) earthquakes, 3) fires, 4) floods, 5) epidemics, 6) acts of war or terrorism, 7) declared and undeclared strikes 8) lock-outs, 9) blockades, 10) riots and uprisings, 11) a suspension of utilities (such as electricity), 12) a defect in the Internet connection or databases, 13) a defect in telecommunication networks, 14) a loss of connection to the Internet or to the telecommunication networks on which the seller/service provider depends, 15) a fact or a decision of a third party that affects the proper performance of the present contract, or 16) any other cause beyond the reasonable control of the seller/service provider.
Unforeseeability. If, as a result of circumstances independent of the seller/service provider’s will, the latter is no longer able to fulfil their obligations, or if the performance of these obligations has become more costly or difficult, the client and the seller/service provider undertake to renegotiate the contractual terms in good faith and in a loyal manner within a reasonable period of time in order to restore the balance. In the absence of such an agreement within a reasonable timeframe, each party will be entitled to invoke the dissolution of the agreement and of the contractual relations binding the parties without being liable for any damages of any kind.
Cancellation of the agreement. In the event of insolvency of the client or the presence of unpaid debts, even if these arise from previous agreements between the client and the seller/service provider, the seller/service provider shall be entitled to suspend the performance of their obligations until the day of full payment by the client of all outstanding debts.
In the event of non-performance of their obligations by the client, the seller/service provider may immediately terminate the agreement at the client’s expense, without being liable for any damages. Such termination of the agreement may give rise, where appropriate, to the payment of damages and interest by the client to the seller/service provider.
Illegality. Unless otherwise expressly stated, any irregularity or invalidity of any clause, paragraph or provision (or of any part of any clause, paragraph or provision therein) shall not in any way affect the validity of the other clauses, paragraphs or provisions of the present General Terms and Conditions, nor the remainder of such clause, paragraph or provision.
Titles. The titles used in the present General Terms and Conditions are used for reference and convenience only. They do not in any way affect the meaning or scope of the provisions they designate.
No waiver. The inertia, negligence or delay of a party in the performance of any of its rights or remedies in application of the present General Terms and Conditions may in no case be considered a waiver of such right or remedy.
Applicable law and competent courts. These General Terms and Conditions are subject to Belgian law.
In the event of a dispute arising regarding the validity, interpretation, performance or delivery of the products/services, the parties agree to initiate a mediation procedure before proceeding to any other means of dispute resolution.
Where appropriate, the parties shall by mutual agreement appoint a certified mediator from the Federal Mediation Commission (Simon Bolivarlaan 30 (WTC III), 1000 Brussels - https://www.fbc-cfm.be/nl) or have a third party appoint this certified mediator.
Once a mediator has been appointed, the parties shall define the modalities of the mediation together with the mediator.
Either party may terminate the mediation process at any time, without harm to any other rights.
In the event that the mediation procedure fails, the courts of the following judicial district have jurisdiction: Leuven.
