Terms and conditions
Article 1. Definitions
1.1. In these Terms and Conditions the following terms have the following meanings, unless otherwise expressly stated or the context otherwise requires:
Promowalk: the user of these Terms and Conditions: Promowalk located at Rijksweg 406, 3650 Dilsen-Stokkem, Belgium, registered with the Chamber of Commerce (BE) under number 0699 079 394;
Customer: the company or consumer who enters into an agreement with Promowalk or has received a quote or offer from Promowalk, or with whom Promowalk is in any legal relation or for whom Promowalk commits any (legal) act;
Agreement: the purchase agreement between Promowalk and the customer;
Product: the product that is being delivered by Promowalk.
Article 2. General
2.1. These Terms and Conditions apply to all quotations, offers and agreements concerning the deliveries by Promowalk to the customer and furthermore all (other) acts between Promowalk and the customer, also including negotiation and other pre-contractual situations.
2.2. Deviating from these conditions clauses are valid only if and to the extent that the parties have agreed in writing or via e-mail.
2.3. The applicability of any purchase or other conditions of the customer is explicitly rejected.
2.4. If one or more provisions of these Terms and Conditions are at any time wholly or partially invalid or voided, then the remaining in these Terms and Conditions apply in full. Promowalk shall replace the invalid provisions, while taken into account as much as possible the purpose and intent of the original provision(s).
2.5. If Promowalk does not continuously require strict compliance with these Terms and Conditions, it does not mean that its provisions do not apply or that Promowalk would lose to any extent the right in other cases, to require the strict observance of the provisions of these Terms and Conditions.
2.6. Promowalk reserves the right to unilaterally modify these Terms and Conditions.
Article 3. Offers and Tenders
3.1. All offers, including price quotations, brochures and price lists are without obligation.
3.2. Promowalk is not bound by its offer in case of printing-, typing- or programming errors in its catalogs, e-mail, website, quotations or in agreements.
3.3. Offers and tenders shall not apply automatically to future agreements.
3.4. Promowalk always has the right to decide that certain products will be delivered in certain minimum amounts.
3.5. All images, sizes, colors, etc. of the products contained in quotations, brochures or on the website are only an approximation and cannot lead to compensation and/or dissolution.
Article 4. Formation of sale
4.1. A sale is realized after the customer paid the respective invoice issued by Promowalk.
Article 5. Prices and shipping cost
5.1. Prices are subject to 0% tax due to intra-community delivery within Europe, except from Belgium. If the customer cannot provide a valid VAT-ID number, prices are subject to 21% tax.
5.2. Promowalk has the right to adjust its prices from time to time.
5.3. The quoted prices are excluding transport costs. The transport costs are dependable on the destination of delivery.
Article 6. Delivery
6.1. Delivery shall be done Ex Works (factory) in accordance with the latest published edition of the Incoterms. This means that the risk of the product passes to the customer when Promowalk reports that the product is ready, and is at the disposal of the customer in the storage of Promowalk.
6.2. The Customer must ensure that the destination to which the goods are to be delivered is easily accessible.
6.3. Promowalk is authorized to deliver in parts.
6.4. The customer is obliged accept the delivered products. Any exceeding of the delivery time does not change this.
6.5. If the customer refuses or fails to provide information or instructions that are necessary for the delivery, Promowalk has the right to store the products at the expense and risk of the customer. If the customer does not adopt the products, regardless of whether payment of the amount due has already occurred, Promowalk has the right, after written notice to sell the products on behalf of the customer. The customer remains the invoice amount, plus interest, costs and any damages payable, owed, however, in a case less the net proceeds of the sale to the third party.
6.6. For a customer who is not based in Belgium, the customer himself is responsible for all duties, taxes and customs formalities regarding the products.
Article 7. Delivery
7.1. The delivery time indicated is in the best judgment based on information known at that time, and will be taken into account as much possible. The mentioned delivery time should however not be considered as a deadline.
7.2 In the event that the delivery time is exceeded as a result of an event, which is in fact beyond the power of, and cannot be attributed to Promowalk, such as described in Article 14 of these Terms and Conditions, this period shall automatically be extended for the period they resulting from such an event.
7.3. Exceeding the stated delivery period does not in any case give the right to compensation or to terminate the contract.
Article 8. Obligations of the Customer
8.1. The customer shall ensure that all data, of which Promowalk deems to be necessary or of which the customer reasonably could understand to be necessary for the execution of the agreement, is timely being made available.
8.2. The customer is obliged to report changes of address via writing or e-mail to Promowalk.
8.3. For the observance of all legal and other regulations that apply in the country where the customer is based, regarding the retention, storage, use and transport, in any way, of the product, only the customer could be held responsible.
8.4. The customer should only use the product in accordance with the instructions and for the purpose for which the product is intended.
8.5. The use of the product is entirely at the risk of the customer. Promowalk can in no way be held responsible for any damage caused by the use of the product.
Article 9. Invoicing and Payment
9.1. Billing is done via e-mail. A 100% completion of the amount due is required before the products are being transported.
9.2. The customer must pay received invoices from Promowalk within 14 days after the invoice date at all times.
9.3. In the event of late payment by the customer, Promowalk is entitled to suspend any (further) delivery until the amounts owed, plus costs and interest, have been completely paid by the customer. Promowalk cannot be held responsible for any damage that the customer suffers through the suspension.
9.4. If the customer does not pay on time, the customer is in default and statutory interest will be charged to the customer from the excess to pay the full amount due. All judicial and extrajudicial collection costs that Promowalk makes to collect the amount due are being charged upon the customer. The extrajudicial costs are set at 15 % of the principal amount with a minimum of € 250, -.
9.5. Any payment by the customer is first applied to pay the interest(s) and then to pay the costs regarding the judicial and extrajudicial amounts. Only after payment of these amounts, any payment is allocated to the by the customer outstanding principal.
Article 10. Retention of title
10.1. All delivered and to be delivered shall remain the sole property of Promowalk, until all claims that Promowalk on the customer has or will have, however in any case the claims mentioned in Article 3:92 paragraph 2 of the Dutch Civil Code, have been paid in full.
10.2. As long as the ownership of the goods has not been transferred to the customer, the customer may not
pledge the products;
confer any rights of the products on third parties;
resell the products outside its normal business operations.
10.3. The customer is obliged to store the products delivered by subject to retention of title with due care as recognizable property of Promowalk. The customer should always do everything within its reach and in any case that could reasonably expected from the customer to secure the ownership of Promowalk.
10.4. If the customer does not or does not fully fulfill his obligations to Promowalk and in the event of termination of the agreement, for whatever reason, then Promowalk is entitled to take back all products covered by the reservation of title, without prior notice or judicial intervention, without prejudice to the right of Promowalk to full compensation.
10.5. If Promowalk wishes to exercise its rights, as described in this article, then the customer is required to grant access to Promowalk to all locations where the products of Promowalk are located.
10.6. Upon seizure, suspension of payments or bankruptcy, the customer will immediately inform the seized laying official, administrator or trustee of the (property) rights of Promowalk.
10.7. The provisions referred to in this Article do not affect the rest of Promowalk accruing rights.
Article 11. Liability and limitation
11.1. Promowalk cannot be obliged to pay compensation for any damage, of direct or indirect result of:
an event , which is in fact beyond its control, and thus do not do justice to its position and/or can be attributed, such as described in Article 14 of these Terms and Conditions;
any act or omission of the customer , its employees , or other persons who have been employed by or on behalf of the customer.
11.2. Promowalk cannot be held responsible for damages of any nature whatsoever, because Promowalk is anticipated on by the customer incorrect and/or incomplete information.
11.3. Promowalk cannot be held responsible for damages the customer suffers because the customer does not stores, keeps, uses or transports, the products properly, which can cause damage.
11.4. If the customer makes changes to the product, or has assigned someone to make changes, Promowalk excludes all liability.
11.5. Promowalk is never obliged to pay damages resulting from consequential damages. Resulting damage shall in any event include: lost sales, lost profits, lost savings, loss of profits, business interruption, interruption damages, delay damages and indirect damages, whatever their origin.
11.6. If Promowalk is liable for any damage, then the liability of Promowalk is limited to the amount of the payment made by the insurer of Promowalk. If the insurer does not pay out, or if the damage is not covered by the insurance, the liability of Promowalk is limited to the invoice amount, at least that part of the agreement to which the liability relates.
11.7. The customer indemnifies Promowalk for claims against Promowalk by third set parties with regard to events, acts or omissions, which Promowalk is not liable for under the previous. The customer is obliged to indemnify Promowalk at first request for all costs, damages and interest that may arise for Promowalk as a direct or indirect result of a third party action brought against it as provided in this paragraph.
11.8. Claims and other powers of the customer from whatever accounts towards Promowalk lapse in any event after the expiration of one year from the time when an event occurs that the customer can blame Promowalk.
11.9. If the customer does not timely or not properly fulfilled its contractual obligations or its obligations arising from the law or comply unlawful acts against Promowalk, the customer must reimburse Promowalk and thus suffers all damage.
Article 12. Complaints and warranty
12.1. The customer is obliged to check the delivered products and the packaging immediately upon delivery. The customer must in particular consider:
whether the correct products have been delivered;
whether the correct number of products are supplied;
whether the products meet the quality requirements or the requirements that may be set for normal use.
12.2. Visible defects in products delivered must be reported immediately after delivery to Promowalk. Complaints regarding products delivered must be made known to Promowalk following delivery in any event within 24 hours. If the claim is submitted orally, it should be confirmed in writing or by e-mail. Complaints that are submitted late will not be accepted.
12.3. The customer is obliged to allow inspection to Promowalk. The fact that Promowalk proceeds to investigate a complaint does not imply that Promowalk acknowledges any liability.
12.4. A lack of a product does not give the customer the right to refuse the entire order, of which the product belongs to.
12.5. Complaints do not suspend the payment obligation of the customer.
12.6. Promowalk guarantees during a period of two months counting from the time of delivery, that the product is free from defects in (normal) use.
12.7. If a product has a defect upon delivery and the customer has complained in time or if the product during the warranty period has a defect, then Promowalk will, at its choice, provide a replacement product or credit the price for that product.
12.8. The warranty and complaints about the delivered product will not be considered if:
the product has water damage or is damaged by any act and/or omission of the customer or a third party;
work and/or modifications and/or repairs to the product by the customer and/or third parties are being made;
the product has a broken glass or is damaged otherwise due to use of the customer;
the instructions given are not followed;
it concerns wear, fading and aging as a result of normal use and storage;
defects resulting from misuse, improper maintenance or negligence on the part of the customer or his staff;
defects are the result of external circumstances such as fire, weather conditions, detergents, dirt accumulation, water, misapplication, neglect or abuse;
defects resulting from any government regulation regarding the nature or quality of the materials used;
there is a slight commercially and/or technically unavoidable deviation;
defects are the result of the use that is outside the permissible technical specifications.
12.9 . The customer may invoke the warranty after satisfying all its obligations with respect to Promowalk.
12.10. Relying on the guarantee, claims must be submitted within the guarantee period from Promowalk.
Article 13. Dissolution
13.1. If case of seizure of the business of the customer, the customer applies for a moratorium, in a state of bankruptcy or otherwise loses the free disposal of its assets, or in the event of closure or liquidation of the business of the customer, Promowalk has the right to suspend (further) implementation of all customer agreement(s) or in whole or partly terminate such agreement(s) without prejudice to the right of Promowalk for compensation.
13.2. If the customer of its obligations to Promowalk fails or if Promowalk fears that the customer will not fulfill its obligations and the customer is not able to adequate security for the fulfillment of its obligations to Promowalk at the first request, then Promowalk has the right to dissolve any agreement(s) in whole or in part, without prejudice to the right of Promowalk for compensation.
13.3. As a result of the implementation of paragraphs 1 and/or 2 Promowalk is not liable to pay any compensation.
13.4 In case an event occurs as referred to in paragraph 1 and/or 2, all claims of Promowalk on the customer are immediately claimable.
Article 14. Force Majeure
14.1. Promowalk is not obliged to perform any obligation if prevented from doing so as a result of force majeure. As events lie in fact beyond the power of Promowalk, or cannot be attributed to its behavior, are in each case considered: barriers by third parties, including governments, barriers in transport; theft; weathering, whole or partial strikes, riots, wars or war threats, both in this country and in countries of origin of the products, loss of or damage to goods during transportation; non or late delivery of Promowalk by its suppliers, export and import bans, fires, breakdowns and accidents in the company of Promowalk or its supplier, the burning of means of transport of Promowalk or the hired transport company, the occurrence of fault, getting involved in accidents, changes triggering the imposition of taxes, or taking other measures by the government, change in practical conditions.
14.2. Force majeure includes any failure of suppliers of Promowalk as a result of which Promowalk fails to fulfill or cannot completely fulfill its obligations.
14.3. Insofar Promowalk has already partly fulfilled its obligations or is able to party fulfill its obligations under the agreement at the time the force majeure occurs, Promowalk is entitled to declare the partly fulfilled obligations separately. The customer is obliged to pay as if it were a separate agreement.
Article 15. Secrecy
15.1. Both parties are required to disclose any confidential information they have obtained from each other or from other sources in the context of their agreement. Information is confidential if it is notified by the other party or if it arises from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided.
Article 16. Industrial and intellectual property rights
16.1. The customer must unconditionally respect all industrial and intellectual property rights attached to the products supplied by Promowalk.
Article 17. Applicable law and competent court
17.1. Any agreement between Promowalk and the customer is exclusively governed belgium law.
17.2. All disputes relating to agreements between the customer and Promowalk will be submitted to the competent court in the district where Promowalk is located.