General Conditions HipTray bvba B2B

 

  1. Definitions

In these general terms and conditions, the following terms shall have the following meanings:

  • Customer: the company or any customer who acquires and/or uses the goods for professional purposes and does not qualify as a consumer within the meaning of the WER;
  • Website: www.hiptray.com
  • WER: Code of Economic Law

 

  1. Identity of the seller
  • Seller: Hiptray bvba (hereinafter referred to as "Hiptray")
  • Registered office: Vijverlaan 53, bus 402 2610 Wilrijk
  • Telephone number and availability: +32 485 384 777 from Monday to Friday from 9 a.m. to 5 p.m.
  • E-mail address: info@hiptray.com
  • Company number: BE 0721.748.591
  • RPR: Antwerp, Antwerp department

 

  1. Applicability
  • These general terms and conditions apply to all quotations, invoices and deliveries of Hiptray and to all agreements (at a distance) between Hiptray on the one hand and the Customer on the other hand.

     The general terms and conditions that apply to consumers can be consulted via the following

     link: https://en.hiptray.com/customer-service/general-conditions/general-conditions-b2c

  • These terms and conditions always take precedence over the terms and conditions of the Customer or a third party, unless the parties expressly agree otherwise in writing.
  • The Customer declares and acknowledges that he is bound by these general terms and conditions.

 

  1. Quotations, ordering and acceptance
  • Any quotation or order is always without obligation and does not bind Hiptray as such. An agreement will only be concluded once Hiptray has confirmed the Customer's order.
  • Every offer by Hiptray is valid for a period of fifteen (15) days following the day of the offer, unless the parties have explicitly agreed otherwise in writing.
  • All product information is provided for indicative purposes only. Any verbal agreements and/or promises made by the personnel of Hiptray or by representatives on behalf of Hiptray are only binding on Hiptray if they have been explicitly confirmed by Hiptray in writing.

 

  1. Delivery
  • The terms of delivery or execution stated in the offer are purely indicative, unless explicitly stated otherwise. Hiptray is not liable for any loss or damage resulting from a delay in delivery or from a lack of delivery, which is the result of a cause beyond Hiptray's reasonable control. In the event of a delay caused by circumstances beyond Hiptray's control, Hiptray reserves the right to cancel the order or to reschedule its shipment within a reasonable period of time.
  • The Customer is obliged to accept the goods delivered by Hiptray at the agreed time and to provide the necessary space so that the goods can be delivered. Hiptray delivers the goods to the Customer's building in a room on the ground floor. At the time of delivery, the Customer must sign the delivery note for receipt.
  • In principle, a delay in delivery does not entitle the Customer to a cancellation of an order or compensation. In the event of an abnormal delay in delivery, the Customer has the right to cancel the purchase by registered letter and without judicial intervention, provided that Hiptray has still not delivered within a period of one (1) month after Hiptray has been given notice of default by the Customer by registered letter. The Customer explicitly renounces any other possible means of redress, in particular but not limited to the granting of any form of compensation.
  • Hiptray will only deliver if the Customer has paid the advance invoice.
  • Hiptray reserves the right, if it chooses, to make partial deliveries of the goods and to invoice these shipments separately. Hiptray reserves the right to terminate or interrupt a shipment of goods in transit and to stop shipments in whole or in part if the Customer fails to make a payment to Hiptray at the latest on the due date, or if the Customer fails to fulfil his obligations in any other way. In the event of such a delay, the Customer is not entitled to refuse the delivery, nor is he released from any obligation. If the delay is due to the Customer, Hiptray has the right to deposit the goods at the risk and expense of the Customer.
  • Unfinished orders can only be cancelled with the written permission of Hiptray and subject to payment of the cancellation costs, equal to 30% of the value of the offer, whereby Hiptray reserves the right to claim the total compensation of the proven damage. Unfinished orders can only be changed with the written permission of Hiptray and after agreement between the parties on the appropriate adjustment of the purchase price. The Customer will not receive any credit for goods that have been returned without the prior written consent of Hiptray.

 

  1. Prices and payment methods
  • The prices mentioned in the offer are valid for the period mentioned therein.... All prices include VAT All prices are subject to change due to specifications, quantities, raw materials, special packaging, production cost, shipping method, exchange rates or other conditions that are not part of the original quotation.
  • All bank charges and transfer costs are at the expense of the Customer. He must take this into account when making his payments. Payments must be made in EURO.
  • The Customer is obliged to pay an advance invoice within five days after the order. The Customer must pay the balance of the invoice within eight (8) days after the invoice date, unless otherwise agreed in writing.
  • Any protest on the invoices or goods must be made known to Hiptray in writing within eight (8) days, stating the reasons and by registered mail, in the absence of which the invoice is assumed to have been accepted by the Customer. No complaint gives the Customer the right to suspend or postpone the payment in whole or in part.
  • In the absence of full payment on the due date, an interest of ten percent (10%) per annum is due on the invoice amount from the due date until the day of full payment, by operation of law and without prior notice of default. The mere expiry of the due date shall be considered as a notice of default in accordance with Article 1139 of the Civil Code. In addition, in the event of non-payment or incomplete payment, a fixed compensation of ten percent (10%) calculated on the principal amount of the invoice (incl. VAT), with a minimum of fifty (50) euros, shall be due by operation of law and without prior notice of default.
  • Hiptray reserves the right to ask the Customer for an advance payment in full or in part, or to ask for another security, if Hiptray believes in good faith that the Customer's financial situation does not allow the application of the above payment methods.

In the event that an invoice remains unpaid on its due date, Hiptray is entitled to have all other invoices paid in cash by the Customer, regardless of the due date of these other invoices.

 

  1. Taxes and other costs
  • Product prices include all value-added taxes, and other taxes and tokens imposed in connection with the sale/purchase, delivery or use of goods that fall under this heading, which are entirely at the expense of the Customer.

 

  1. Reservation of title
  • Contrary to article 1583 of the Belgian Civil Code, Hiptray reserves the right of ownership of the goods it sells to the Customer until the price of these goods has been paid in full, in principal, interest and costs.
  • The provisions of Article 8.1 do not affect the transfer of risk. From the moment the goods are ordered by the Customer, he bears all risks, including cases of force majeure and destruction. The storage of the goods pending delivery or collection is at the risk of the Client.

 

  1. Conformity
  • Every delivery of goods will be checked by the Customer immediately after receipt. Complaints regarding visible defects must be reported to Hiptray in writing within a period of forty-eight (48) hours after delivery, on pain of forfeiture of rights.
  • Complaints about visible defects are only valid and will only be examined on the condition that the goods sold have not yet been put into use by the Customer. Such complaints do not suspend the Customer's payment obligation.
  • The Customer accepts and acknowledges that Hiptray can also invoke the exceptions, exonerations and guarantee restrictions that the manufacturer can invoke with regard to Hiptray against the Customer.
  • After acceptance of the goods, Hiptray's liability, except in the case of intent or gross negligence, is limited to any hidden defects and the product guarantee referred to in Article 10.
  • The liability of Hiptray for any hidden defects in the goods delivered by Hiptray is limited to defects that manifest themselves within [1 year - to be adjusted according to the nature of the goods] after the delivery of the goods. Any hidden defects must be reported immediately and at the latest within eight (8) calendar days after discovery of the defect, under penalty of forfeiture of rights of recourse. Any complaint must be formulated and documented in writing. The liability only applies if the hidden defect manifests itself within a period of two (2) years from the delivery. Such complaints do not suspend the Customer's payment obligation.

 

  1. Product guarantee and return of goods
  • The guarantee on the goods delivered by Hiptray is limited to the guarantee to which it is compulsorily bound by the law with respect to the Customer and, if applicable, by the guarantee given by the manufacturer of the goods delivered. The guarantee only covers a lack of conformity existing at the time of delivery and provided that the good has been used in accordance with the instructions for use.
  • Under no circumstances will Hiptray's goods be taken back. Exceptions to this rule are articles that show a clear manufacturing defect, and this only if explicitly agreed in advance.

 

  1. Dissolution of the contract
  • Hiptray has the right to dissolve the agreement with the Customer at any time, with immediate effect, without judicial authorisation, without prior notice of default and without payment of any compensation, in subsequent cases:
  • The Customer applies for its own bankruptcy, is declared bankrupt or requests suspension of payment; or
  • A decision is made and/or is taken to liquidate the Customer or to terminate the Customer's business activities or to sell the Customer's business activities or substantially change the nature of the Customer; or
  • The Customer does not or does not fully comply with any contractual conditions or its obligations towards Hiptray; or
  • The Client fails to pay an invoice amount or part of an invoice amount within the set period; or
  • Confiscation shall be levied on all or part of the Client's assets; or
  • Hiptray has good reason to doubt that the Customer will fulfil his obligations to Hiptray; or
  • In the event of dissolution, Hiptray reserves the right to claim compensation for the costs and damage suffered by Hiptray and all claims of Hiptray against the Customer will become immediately due and payable.

 

  1. Force majeure
  • If Hiptray is unable to fulfil its obligations due to force majeure, it will not be liable to the Customer. In the event of force majeure, Hiptray is not obliged to pay any penalty or compensation.
  • Force majeure is understood to mean: any external cause, as well as any circumstance that should in all reasonableness not be at its own risk, such as, for example: delay or default by our suppliers for i.a foreign merchandise and primary raw materials, disruptions of the internet, hacking of the Website, electricity disruptions, disruptions of e-mail traffic and disruptions or changes in technology supplied by third parties, transport difficulties, lock-outs, general mobilisation, state of war or revolution, bad weather conditions, strikes, government measures, delays in supply, obstacles to the receipt of fuels required for normal production, negligence on the part of our suppliers and/or manufacturers, as well as on the part of auxiliaries, sickness of personnel, defects in the means of assistance or transport, and all circumstances beyond the control of the client, are explicitly considered as force majeure.

 

  1. Protection of personal data and exchange of information
  • Hiptray processes the personal data provided by the Customer in accordance with the privacy policy that can be found on our Website.

 

  1. Modification of general terms and conditions
  • Hiptray reserves the right to change these terms and conditions unilaterally. The updated version in force at the time of acceptance of an order by Hiptray will apply to the legal relationship resulting from that order. Hiptray will inform the Customer in writing of the amended general terms and conditions within fifteen (15) working days.

 

  1. Liability
  • Subject to any conflicting provisions set out above, Hiptray's liability under these general terms and conditions (whether for breach of contract, tort, compensation, or any other reason) shall not exceed the amount equal to the total price paid by the Customer to Hiptray in respect of the goods or services giving rise to such damage.
  • Subject to any conflicting provisions set out above, in no event will Hiptray be liable for any indirect, special, consequential or incidental damages (including, without limitation, damages for loss of use of facilities or equipment, loss of income, loss of data, loss of profits or goodwill) whether Hiptray (a) has been advised of the possibility of such damages or (b) is negligent (excluding any fraudulent misrepresentation on the part of Hiptray).
  • Hiptray's liability is not excluded or limited for any liability that cannot be excluded or limited under applicable law.
  • Hiptray will never incur any liability if it is unable to fulfil its obligations as a result of force majeure. Any obligations of Hiptray will be suspended for the duration of the force majeure

 

  1. Intellectual property
  • The Customer acknowledges and accepts that all content (texts, illustrations, photographs, images, files, designs, regulations and other things) on the Hiptray Website are protected by intellectual property rights. Every copyright, registered trademark and intellectual property right relating to information or content on the Website is at all times the property of Hiptray or our licensors. The Customer can only use this information to the extent that explicit written permission has been given by Hiptray or its licensors.

 

  1. Split Ability
  • If any provision (or part there of) of these terms and conditions should be unenforceable or in conflict with any provision of mandatory law, this shall not affect the validity and enforceability of the other provisions of these terms and conditions nor the validity and enforceability of that part of the relevant provision that is not unenforceable or in conflict with any provision of mandatory law. In such event, the parties shall negotiate in good faith to replace the unenforceable or conflicting provisions with an enforceable and legally valid provision that is as close as possible to the purpose and purport of the original provision.

 

  1. Jurisdiction clause and applicable law
  • These general terms and conditions as well as any contract between Hiptray and the Customer are governed by Belgian law.
  • The courts of the district of Antwerp, Antwerp Division, are exclusively competent for all disputes, disputes and claims.