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General conditions wholesale

General

Unless otherwise agreed in writing, the legal relationship between the parties is governed by these general terms and conditions, of which the customer declares to have taken knowledge of and to accept these in full. These general terms and conditions apply to every offer, quotation or agreement between Vana Group and its customer. Acceptance of these general terms and conditions implies that the customer completely waives the application of its own general terms and conditions.

Deliveries

At the time of delivery, the customer must sign off the receipt of the delivery. Any visible defects must be stated or reported to Vana Group in writing within a period of seven working days at the latest. The use of the delivered goods by the customer implies the irrevocable acceptance thereof. The delivery times communicated by Vana Group are purely indicative. In the event of an abnormal delay in delivery, the customer shall be entitled to cancel the purchase in writing, provided that Vana Group has still not delivered within a period of three weeks after Vana Group was notified in writing by the customer. The customer expressly waives any other possible means of redress, in particular the granting of any form of compensation. Unless expressly agreed otherwise, delivery ‘Delivered At Place’ (DAP) shall be made to the warehouse where the goods in question were stored by Vana Group on behalf of the customer (Incoterms 2020). The method of transport, shipment, packaging and suchlike is determined by Vana Group. If the parties have agreed on a different method of delivery, this different arrangement shall only apply to this individual agreement and not to any subsequent agreement between the parties.

Retention of title

Ownership of the goods sold will only be transferred to the customer after payment of all that is owed to Vana Group in return for the goods delivered or to be delivered by Vana Group, including payment of the agreed price, costs, interest and any compensation.

Payments

Vana Group invoices are payable on the due date stated on the invoice. In the event of non-payment of the invoice within the set term, interest of 1% per month on the unpaid invoice amount shall be due as of the due date by operation of law and without prior notice of default. Also, by operation of law and without prior notice of default, a fixed compensation of 10% of the outstanding invoice amount – with a minimum of EUR 50 – shall be due, without prejudice to Vana Group’s right to claim a higher compensation on the basis of proof of higher damage actually suffered. In the event of non-payment of an invoice on the due date, all other claims on the customer that have not yet matured shall become due and payable by operation of law and without prior notice of default. In that case, Vana Group also reserves the right to suspend the execution of all current orders without prior notice of default and without compensation. Payments made by the client to Vana Group will first be charged on the costs owed by the client, then on the interest owed and only as a last resort on the principal amount owed.

Charges

All taxes, duties and/or levies, of whatever nature, relating to the delivered goods or their transport shall be entirely at the expense of the customer.

Claims

To the extent that Vana Group is dependent on the cooperation, services and deliveries of third parties in the performance of its obligations, it cannot be held liable for any damage resulting from their fault, including their gross negligence. Except in the event of fraud, deliberate error or gross negligence, Vana Group is not liable for or obliged to pay compensation for immaterial, indirect or consequential damage, including but not limited to loss of profit, loss of turnover, loss of income, production limitations, administration or personnel costs, an increase in overheads, loss of clients or claims from third parties. Each party shall be released by operation of law and shall not be obliged to fulfil any obligation towards the other party in the event of force majeure.

Applicable law and competent court

All agreements to which these general terms and conditions apply, as well as all other agreements resulting therefrom, shall be governed exclusively by Belgian law. The application of the Vienna Sales Convention of 11 April 1980 is expressly excluded.

All disputes between the parties concerning agreements that are subject to these general terms and conditions belong exclusively to the jurisdiction of the courts of Antwerp.

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