General terms of sale

General provisions

1.1. These general terms of sale are applicable to all agreements between the Cooperative Company with Limited Liability with Social Purpose Vias institute (with registered office at 1405 Haachtsesteenweg, 1130 Brussels, CBE 0432.570.411 – hereinafter the “Vias institute”) and the customer with regard to the sale of products and provision of services by Vias institute to the customer.

1.2. By placing an order or concluding an agreement, the customer acknowledges that he is familiar with these general terms of sale and accepts them irrevocably. General or special conditions of the customer as they may appear on orders, correspondence, or other documents that originate from the customer, even if they are communicated to Vias institute after the contract is concluded and there is no response by Vias institute, are not applicable to the agreement.

1.3. In the event of contradiction between the provisions of these general terms of sale and the offer or confirmation letter from Vias institute in which a purchase order is accepted, the provisions of this confirmation letter or of the offer have priority, followed by the provisions of these general terms.

1.4. This agreement contains all the rights and obligations between the customer and Vias institute with regard to the transaction concerned. Any previous verbal or written arrangements and agreements with regard to the subject of the agreement are considered to be nonexistent and replaced by this agreement.

2. Orders and offers

2.1. All offers, including price quotations, brochures and price lists of Vias institute, are non-binding and can always be revoked until the time the contract is concluded. Information on products, services and pricing, as well as detailed order information, is prepared and communicated subject to change and correction.

2.2. When the customer does not agree with any stipulation in the confirmation letter of Vias institute in which a purchase order is accepted, or with any stipulation in an offer that Vias institute provides to the customer, he should inform Vias institute of this in writing within 3 working days after receiving this letter. Expiry of this period without response from the customer implies confirmation that the data communicated are in all respects correct, complete and accurate. 

2.3. Conclusion of an agreement necessitates a document signed by both parties or a confirmation from Vias institute by fax or e-mail.

3. Delivery and risk

3.1. Delivery periods are indicative and are only given as an estimate, without however Vias institute having the right to unilaterally specify or change the delivery period with regard to consumers. Any delays cannot give rise to payment of damages or cancellation of an order by a customer who is not a consumer. Vias institute has the right to make partial deliveries. In the event of failure to deliver goods, any amounts paid by the customer are repaid without interest or other compensation.

3.2. The time of transfer of the goods to the customer in the commercial buildings of Vias institute is considered to be the time of delivery and transfer of risk with regard to the delivery of products. The customer himself is responsible for loading, transport, unloading and insurance of the goods. If Vias institute agrees to intervene with transporters, insurers or the like, this is always deemed to be done on behalf of and for the account of the customer. Unless otherwise stipulated, the prices indicated never include transport and delivery of goods to the customer. The costs of transport and delivery are stated separately. For provision of services, travel costs and other costs shall also be stated separately.

4. Prices and payment

4.1. The prices that Vias institute communicates to the customer are in euro, excluding VAT, duties, excise taxes and other taxes. 

4.2  The invoices of Vias institute are payable on the specified due date.  In the absence of such a stipulation on the invoice, they are payable in Brussels within 30 calendar days after the invoice date. Vias institute reserves the right not to grant payment terms or to require payment in advance. Invoices that are not protested in writing within 8 days after the invoice date shall be deemed to be accepted by the customer without reservation. In the absence of other instructions from the customer, the billing address is the address of the customer as cited in the agreement.

4.3. If an invoice is not paid by its due date, late payment interest equal to 10% annually is owed, automatically and without prior notice of default, as well as lump-sum damages that the parties establish at 15% of the outstanding invoice amount (including VAT) with a minimum of 40 euro per invoice, without prejudice to the right of Vias institute to claim higher damages. Consumers are entitled to equivalent damages in the event that Vias institute fails to deliver in a timely manner.

4.4. For any complete or partial failure to pay an invoice by the due date, or any other infraction by the customer of his obligations under the agreement, Vias institute has the right, automatically and without notice of default, to suspend the implementation of all agreements with the customer or to terminate them with immediate effect, without the need for any legal intervention, and to claim all debts immediately, even those not yet due, or to carry out delivery only for cash payment, previous agreements notwithstanding, and without prejudice to any other right that Vias institute can exercise. In the event of delivery that is not timely, serious fault, intentional fault, deceit or fraud on the part of Vias institute, consumers also have the right to terminate the agreement with immediate effect by registered letter, without the need for any legal intervention.

5. Retention of title

The risk transfer notwithstanding, Vias institute remains the owner of all delivered goods as long as the customer has not fulfilled all his obligations with regard to Vias institute. This means that the customer does not in the meantime have the right to sell these goods or give them as security to third parties. If a sale has however occurred, the customer hereby transfers the debt of his buyer to Vias institute to the extent of the amounts still owed by the customer to Vias institute, or the customer shall pay Vias institute from the selling price received from the buyer concerned. If payment is not made by the due date, Vias institute is entitled to recover the items delivered without notice of default or judicial intervention at the customer’s expense. The customer undertakes to grant access to Vias institute or a party authorised by it to the place where these items are located. Any advances already paid remain the property of Vias institute as compensation for possible losses upon resale. 

6. Intellectual property rights

6.1. All intellectual or related property rights under current of future law, in any part of the world, registered, unregistered or pending, relating to the services, products, matters, or recommendations provided by Vias institute, including drawings and calculations produced, offers, brochures issued and consultancy activities, remain with Vias institute. Without express written permission of Vias institute, the customer is not permitted to have possession of these, which in this connection is meant to reproduce and to internally and externally divulge them. 

6.2. If Vias institute carries out works and produces goods according to the specific instructions of the customer, this takes place under the sole responsibility of the customer, who shall exempt Vias institute from any claims of third parties. In such a case, the customer shall therefore exempt Vias institute from claims brought against Vias institute on the grounds of infringement or alleged infringement of any intellectual property right or personality rights of third parties.

7. Complaints and liability

7.1. The customer undertakes to check the services and goods delivered upon receipt for number and quality. Any complaint with regard to a delivery must be directed to Vias institute by registered letter within 8 days after the delivery date at the latest. The warranty period for hidden defects of products is limited to 6 months after delivery. The customer should report hidden defects by registered letter within a period of 8 days from the time they are discovered. The complaint is to contain in any event a detailed and exhaustive list of the defects. Protest that is not timely and/or not by registered letter results in the lapse of rights. Submission of a complaint does not suspend the payment obligation. Complaints shall not be accepted in any event without prior payment in full of the price.

7.2. Except in the event of intentional fault and/or deceit, Vias institute declines all liability to the extent permitted by law for indirect, consequential and material and non-material damage (such as lost income and profits, loss of contracts, additional costs such as, among others, attorneys’ fees and honoraria, etc.) under any name. 

7.3. In all cases, the liability of Vias institute is limited to replacement, within the normal delivery periods, of the portion of the delivery that is the subject of the complaint or, at the discretion of Vias institute, repayment of the amount already paid for it by the customer, and it can never exceed the amount of the payment from its insurer, insofar as permitted by law.

7.4. If the customer is a consumer, he has legal rights as a consumer by virtue of Article 1649bis and following of the Civil Code. In accordance with these provisions, every delivery of goods to consumers is subject to the legal guarantee of 2 years as of the date of delivery to the first owner.

During this period Vias institute undertakes to replace or repair the defective item (or part thereof) free of charge. Vias institute reserves the right to exchange the item if the repair and/or administrative costs are disproportionate, or if repair is impossible.

8. Personal data

If in the framework of the agreement the customer provides personal data to Vias institute concerning the customer or third parties, the customer confirms that he shall be authorised to transmit the personal data concerned to Vias institute for the purposes of implementing the agreement and that he shall have obtained the necessary permissions for this from those concerned as necessary. Vias institute shall process those personal data for the purposes of delivery of the goods and services concerned, implementation of the agreement and further follow-up of it, including possible management of disputes. Vias institute can transmit those data to third parties, such as consultants and suppliers on which Vias institute calls for delivery of its goods and services, who can use them only for those purposes. Natural persons whose data are processed have a right of inspection and correction that can be exercised by registered letter to Vias institute.

9. Miscellaneous

9.1. If one or more provisions of these general terms of sale should be or become void, the validity of the remaining provisions is unaffected. In the event of nullity of a provision, the customer and Vias institute shall negotiate a new provision that approaches the provision declared invalid as closely as possible.

9.2. The failure of Vias institute to enforce its rights under the agreement shall not be regarded as a waiver of these rights, nor shall it extend or change the rights of the customer to any extent.

9.3. The parties accept electronic evidence (for example, e-mail, backups, etc.) within the framework of their contacts.

9.4. Vias institute is not liable for a delay in implementation or for non-implementation of its commitments due to events outside its normal control, including for example supply difficulties or shortages of raw materials, workforce, energy or transport, or delays in transport, strikes, lockouts, work stoppages or other collective labour disputes that affect either Vias institute itself or its suppliers, even if these events are foreseeable.

9.5. Belgian law is exclusively applicable to the agreement.  Any disputes that arise as a result of the agreement fall under the exclusive jurisdiction of the Dutch-language courts of Brussels. When the customer is a consumer, however, Article 624 of the Judicial Code applies.