- General terms
1.1. These general terms and conditions of sale apply to all agreements between Vias institute, Cooperative society recognised as a social enterprise (Article 42, §1 Law of 23 March 2019 introducing the Code of Companies and Associations) (with registered office at 1130 Brussels, Haachtsesteenweg 1405, CBE 0432.570.411 - hereinafter “Vias institute”) and the customer in relation to the sale of products and the provision of services by Vias institute to the customer and the customer concerning the sale of products and the delivery of services by Vias institute to the customer.
1.2. By placing an order or concluding an agreement, the customer acknowledges knowing and irrevocably accepting these general terms and conditions of sale. General or special conditions of the customer, as they might appear on orders, correspondence, or other documents emanating from the customer, even if communicated to Vias institute after contract conclusion and not answered by Vias institute, do not apply to the agreement.
1.3. In case of contradiction between the dispositions of these general conditions of sale and the offer or the confirmation letter of Vias institute accepting a purchase order, the provisions of this confirmation letter or of the offer shall prevail, followed by the provisions of these general terms.
1.4. This agreement includes the totality of the rights and obligations between the client and Vias institute in relation to the transaction in question. All previous oral or written understandings and agreements related to the subject matter of the agreement are considered non-existent and replaced by this agreement.
- Orders and offers
2.1. All offers, including quotations, brochures, and price lists of Vias institute are non-binding and may be revoked at any time up to the moment of contract conclusion. The information on products, services, and pricing, as well as the detailed order information, are prepared and communicated subject to change and correction.
2.2. If the customer does not agree with any indication on the confirmation letter from Vias institute accepting a purchase order, or with any indication on an offer provided by Vias institute to the customer, he must notify Vias institute in writing within three working days of receipt of such letter. The expiry of this period without a response from the customer implies confirmation that the information communicated is correct, complete, and precise in all respects.
2.3. The conclusion of an agreement necessarily requires a writing signed by both parties or a confirmation from Vias institute by fax or e-mail.
- Delivery and transfer of risks
3.1. The delivery times are indicative and are only given approximately, however, without Vias institute having the right to unilaterally determine or change the delivery time regarding consumers. Any delay cannot give rise to payment of compensation or cancellation of an order by the customer who is not a consumer. Vias institute has the right to make partial deliveries. In the event of non-delivery of the goods, any sums paid by the customer will be refunded without interest or other compensation.
3.2. The time of delivery and transfer of risk regarding the delivery of products is the time of transfer of the goods to the client at the premises of Vias institute. The customer is responsible for the loading, transport, unloading and insurance of the goods. If Vias institute accepts to intervene with carriers, insurers or similar, this will always be considered to be done in the name and on behalf of the client. Unless otherwise stipulated, the prices quoted never include transport and delivery of goods to the client. The costs of transport and delivery shall be specified separately. Transport and other costs will also be mentioned separately in the case of delivery of services.
- Pricing and payment
4.1. The prices communicated by Vias institute to the client are in euros, excluding VAT, duties, excise duties and other taxes.
4.2 Vias institute's invoices are payable on the due date indicated on them. In the absence of such indication on the invoice, they are payable in Brussels within thirty calendar days of the invoice date. Vias institute reserves the right not to grant terms of payment or to demand payment in advance. Invoices not protested in writing within 8 days of the invoice date shall be considered to have been accepted by the client without reservation. Unless otherwise specified by the customer, the invoicing address is the customer's address as mentioned in the agreement.
4.3. In case of non-payment of an invoice on its due date, an interest on delay equal to 10% per year as well as a fixed compensation for damages, which the parties fix at 15% of the outstanding invoice amount (including VAT) with a minimum of 40 euros per invoice, shall be payable by right and without prior notice, without prejudice to Vias institute's right to claim higher damages. Consumers shall be entitled to equivalent compensation in the event of late delivery by Vias institute.
4.4. Vias institute has the right, in the event of any full or partial non-payment of an invoice on the due date or any other breach by the customer of its obligations under the agreement, to suspend by operation of law and without notice of default, the execution of all agreements with the customer or to terminate them with immediate effect, without the need for any judicial intervention and to demand immediate payment of all debts, even those not yet due, or to make delivery only against cash payment, notwithstanding previous agreements and without prejudice to any other right that Vias institute may assert. Consumers also have the right, in the event of late delivery, gross negligence, intentional fault, deceit or fraud on the part of Vias institute, to terminate the agreement with immediate effect by registered letter, without the need for any judicial intervention.
- Retention of title
Notwithstanding the transfer of risk, Vias institute remains the owner of all goods delivered as long as the customer has not fulfilled all its obligations towards Vias institute. This implies that, in the meantime, the customer is not entitled to sell these goods or give them as a guarantee to third parties. If a sale does take place, the customer hereby transfers its claim on its customer to Vias institute in the extent of the amounts still owed by the customer to Vias institute or the customer will pay Vias institute from the sales price received from the customer in question. In case of non-payment on the due date, Vias institute shall be entitled to recover the delivered goods at the expense of the customer without notice of default or judicial intervention. The customer agrees to grant Vias institute, or a person authorised by it access to the place where these goods are located. Any advance already paid shall remain acquired by Vias institute as compensation for possible losses on resale.
- Intellectual property rights
6.1. All intellectual or related property rights, under present or future law, in any part of the world, whether registered, unregistered or pending, with respect to the services, products, items, advice provided by Vias institute, including prepared drawings and calculations, offers, brochures issued and consultancy work, belong to Vias institute. Without Vias institute's express written consent, the client is not allowed to dispose of these, which in this context means; to reproduce, as well as to make public internally and externally.
6.2. If Vias institute carries out work and produces goods in accordance with the specific instructions of the customer, this will be under the sole liability of the customer who will indemnify Vias institute against any claim made by third parties. In such cases, the customer will therefore indemnify Vias institute against claims instituted against Vias institute based on an infringement or alleged infringement of any intellectual property right or personality right of third parties.
- Objections and liability
7.1. The client agrees to check the services and goods delivered upon receipt for quantity and quality. Any complaint regarding a delivery must be addressed by registered letter to Vias institute at the latest within 8 days from the delivery date. The warranty period for hidden defects regarding products is limited to 6 months after delivery. The customer must report hidden defects by registered letter within 8 days of their discovery. In any case, the complaint must contain a detailed and exhaustive list of the defects. Failure to protest in time and/or in writing by registered letter shall result in forfeiture of rights. Submitting a complaint does not suspend the payment obligation. Under no circumstances will complaints be accepted without prior full payment of the price.
7.2. Except in cases of intentional fault and/or fraud, Vias institute excludes all liability to the fullest extent permitted by law in respect of indirect, consequential, and material and immaterial damages (such as loss of income and profits, loss of contracts, supplementary costs such as lawyer's fees and honorary fees...) however called.
7.3. In all cases, Vias institute's liability shall be limited to the replacement, within the normal terms of delivery, of the part of the delivery that is the subject of the complaint or, at Vias institute's option, to the reimbursement of the amount already paid for it by the client and may never exceed the amount of its insurer's intervention, to the extent permitted by law.
7.4. If the customer is a consumer, he has legal rights as a consumer under article 1649bis et seq. of the Civil Code. In accordance with these provisions, any delivery of goods to consumers is subject to the legal warranty of 2 years from the delivery date to the first owner.
During this period, Vias institute agrees to replace or repair the defective item (or part) free of charge. Vias institute reserves the right to exchange the item if the repair and/or administration costs are excessive, or if repair is impossible.
- Personal data
If, as part of the agreement, the customer provides Vias institute with personal data related to the customer or third parties, the customer confirms that it will be authorised to transfer the personal data in question to Vias institute for the purposes of executing the agreement and that, where applicable, it will have obtained the necessary consent from the parties concerned. Vias institute will process such personal data for the purposes of supplying the goods and services concerned, performance of the agreement and further follow-up including the possible management of disputes. Vias institute may transfer this data to third parties, such as consultants and suppliers, which Vias institute calls upon for the delivery of its goods and services and who may use it only for those purposes. The natural persons whose data is processed have and right of access and correction that can be exercised by registered letter to Vias institute.
9.1. If one or more provisions of these general terms and conditions of sale is (are) considered invalid, this will in no way affect the validity of the other provisions. In the event of a provision being declared invalid, the customer and Vias institute will negotiate a new provision that is as close as possible to the provision declared invalid.
9.2. Any failure by Vias institute to claim its rights under the agreement will not be considered as a renunciation of its rights, nor will it result in an extension or modification of the customer's rights.
9.3. Within the scope of their relationships, the parties accept electronic evidence (e.g.: e-mail, backups, etc.).
9.4. Vias institute is not liable for any delay in the performance or non-performance of its obligations due to events beyond its normal control, including, for example, supply difficulties or shortages of materials, labour, energy or transport or delays in transport, strikes, lockouts, work stoppages or other collective labour disputes, affecting Vias institute itself or its suppliers, even if these events were foreseeable.
9.5. The agreement is governed exclusively by Belgian law. All disputes arising from the agreement shall fall under the exclusive jurisdiction of the courts of Brussels. If the customer is a consumer, article 624 of the Judicial Code also applies.