1.1 “Labophar”: Labophar NV, headquartered in Nederzwijnaarde 2, 9052 Zwijnaarde, RPR Ghent and with company number 643.723.177 and its affiliated companies;
1.3 “Buyer ”: the party seeking to conclude a sales agreement with Labophar and/or who orders Goods from Labophar;
1.4 “Goods ”: the products or materials supplied by Labophar to the Buyer.
2.1 These General Terms and Conditions apply to all sales agreements between the Buyer and Labophar. By placing an order, the Buyer expressly accepts the applicability of these General Terms and Conditions.
2.2 Other terms, such as the Buyer’s Terms and Conditions of Purchase, apply only if Labophar has expressly accepted them in writing. If these other terms differ only from one or more points of these General Terms and Conditions, the remaining provisions of these general Terms and Conditions shall remain unaffected.
3.1 Labophar’s offers (including on the Labophar Websites) are non-binding. Labophar is only bound by an order if it has been expressly accepted in writing.
3.2 The Buyer shall bear the risk inherent in placing orders correctly by telephone, by fax, over the online ordering module or by e-mail.
4.1 The delivery deadlines specified by Labophar are non-binding and are only approximate.
4.2 Except in cases of gross negligence, exceeding the delivery deadline shall not entitle the Buyer to a full or partial termination of the transaction, nor to compensation for any direct or indirect damage suffered by the Buyer or third parties.
4.3 The Goods are delivered in accordance with Ex Works (Incoterms© 2010), unless Labophar has expressly accepted in writing the use of another Incoterm. The risk of loss or damage to the Goods (including the damage or loss caused by force majeure) is transferred to the Buyer, in accordance with the applicable Incoterm.
4.4 The Buyer shall bear the risk inherent in holding the Goods until the time of delivery.
4.5 Labophar reserves the right to deliver in stages the Goods ordered by the Buyer. Each partial delivery may be billed separately. The Buyer undertakes to consider each partial delivery as stand-alone and consequently to settle each invoice within the stipulated deadline. Labophar is not liable for any damage resulting from a partial delivery of the Goods.
4.6 The Buyer undertakes to check the delivered Goods for incompleteness and/or defects immediately upon receipt.
5.1 The price quoted on the written confirmation of the order is the final price of the Goods. This price does not include the costs related to transport.
5.2 Should there be a price increase between the written confirmation of the order and the delivery of the Goods as a result of a change in the price of raw materials, packaging materials, salaries, regulations, exchange rates, etc., Labophar would be entitled to pass it on to the Buyer.
6.1 Except when otherwise expressly stated in writing, the invoices are payable in cash, in the currency determined on the invoice and by the due date specified therein.
6.2 Invoices not paid on the due date stated in the invoice shall automatically and without prior notice give rise to a 12% late-payment interest and a fixed default penalty of 15% of the invoice amount, with a minimum of EUR 125.00, even if grace periods are awarded. Expenses associated with unpaid invoices or cheques, as well as other collection costs, are not included in this lump sum and shall be charged separately to the Buyer..
6.3 The late payment of an invoice makes the other outstanding invoices immediately payable.
6.4 Failure to pay by the due date shall entitle Labophar to halt further deliveries and orders. Labophar also reserves the right to automatically and without prior notice consider the agreement to be terminated in its entirety or for the non-performed part.
6.5 Doubts about the Buyer’s solvency shall give Labophar the right to claim payment before the Goods are delivered.
7.1 The Goods remain the property of Labophar until the Buyer has paid the full price, including arrears, possible costs and damages. Failure to pay by the due date specified in the invoice shall entitle Labophar to recover the Goods. The Buyer’s possible bankruptcy does not affect Labophar’s right to recover the Goods.
7.2 Under penalty of a minimum compensation of EUR 250.00, the Buyer is expressly forbidden to own in any form whatsoever the Goods on which Labophar has a right of retention. Exceptionally, the Buyer may well have the Goods (a) as part of its normal business, or (b) with the prior written consent of Labophar.
7.3 If third parties want to claim their rights over the Goods, the Buyer shall immediately inform them of the retention of title. In addition, the Buyer will inform Labophar of this fact within 24 hours by registered letter.
7.4 In the event of bankruptcy, apparent insolvency or any change in the Buyer’s legal status, Labophar reserves the right to automatically and without prior notice consider the agreement as terminated.
8.1 Unless a written protest is submitted in the manner set forth below, all deliveries and prices shall be deemed to be accepted by the Buyer upon delivery and without reservation.
8.2 All protests and complaints, of any kind, shall only be valid if they are lodged by registered letter.
8.3 All complaints must be submitted by the Buyer within five (5) business days of delivery of the Goods. If the Buyer does not receive the Goods on the due date, the term of five (5) working days shall commence on the date the Goods are supplied. In case of hidden defects, the complaint must be submitted within fifteen (15) days of the date the Buyer discovers said defects or should have reasonably discovered them, but no later than three (3) months after delivery of the Goods.
8.4 If the Buyer fails to dispute delivery within the time limit set forth above, he shall be irrevocably deemed to have accepted the Goods without reservation.
8.5 If the complaint is admissible and submitted within the above-mentioned period, Labophar has the option to replace the Goods or refund the full price of the Goods. Labophar shall not be held liable for any other damages resulting from this. The Buyer shall fully cooperate in investigating the complaint.
8.6 The delivered Goods may only be returned with the prior written permission of Labophar. This authorisation does not imply any acknowledgement of liability. Furthermore, the obligation to pay the price on the due date is not suspended.
9.1 In a case of force majeure, Labophar has the right to suspend or cancel all or part of the agreement without any intervention by the court. Labophar cannot be held liable for the damage or loss resulting from this.
9.2 “Force majeure” means any cause beyond the will of Labophar, such as a production defect, supply problems, shortages of raw materials, workforce or energy, transport delays, strikes, etc., regardless of whether these circumstances were foreseeable at the time the agreement was concluded.
10.1 Notwithstanding the provisions of Article 8 and except in the case of deceit or fraud, Labophar shall not be liable for defects in the supplied Goods, any human error or any fault of its employees.
10.2 In addition, Labophar cannot be held liable for damage resulting from personal injury, impairment, loss of Goods or any damage that may arise for the Buyer and/or third parties and which is a direct or indirect consequence of the Goods delivered by Labophar, or of the delay in or absence of delivery.
10.3 Should Labophar be liable for the Goods delivered by it pursuant to this Article 10, then this liability to the Buyer shall be limited to the amount corresponding to the price of the Goods delivered. Should a third party lodge a claim, the Buyer is obliged to indemnify Labophar for the part of the claim that exceeds this limitation.
10.4 Labophar’s warranty obligation regarding defects in the Goods delivered does not extend beyond that of its suppliers.
11.1 The sale of the Goods by Labophar to the Buyer does not entitle the Buyer to use Labophar’s intellectual propertyr.
11.2 Labophar makes no guarantees or warranties regarding any infringement of a party’s patent, trademark, or other intellectual property right. Labophar cannot be held liable for damages resulting from such an infringement.
Labophar disclaims any and all, express or implied, warranty in connection with the use, suitability for a particular use and/or the marketability of the Goods.
Under no circumstances shall the Buyer be entitled to transfer his obligations under the agreement with Labophar to a third party without Labophar’s prior written permission.
The entire or partial nullity or invalidity of one or more provisions of these General Terms and Conditions shall not affect the validity of the other provisions.
15.1 Belgian laws shall govern these conditions of sale, as well as all agreements and all disputes arising therefrom.
15.2 All disputes fall exclusively under the competence of the courts of Ghent.