In this document the following words shall have the following meanings:
1.1 "Buyer" means the organisation or person who buys goods from The Belgian Chocolate Makers;
1.2 "Goods" means the chocolates to be supplied to the buyer by The Belgian Chocolate Makers;
1.3 "Intellectual property rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "List price" means the list of prices of the goods maintained by The Belgian Chocolate Makers as amended from time to time;
1.5 "Seller" means The Belgian Chocolate Makers, Rue Lebeau 11, 1000 Brussels, Belgium.
These terms and conditions shall apply to all contracts for the sale of goods by The Belgian Chocolate Makers to the buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the buyer, unless the buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by The Belgian Chocolate Makers in writing.
These terms and conditions are available on request by email from The Belgian Chocolate Makers or can be viewed online at store.tbcm.be. The Belgian Chocolate Makers reserves the right to amend the terms and conditions from time to time without directly notify previous buyers.
Acceptance of sales order confirmation or pro forma invoice of the goods shall be deemed conclusive evidence of the buyer's acceptance of these terms and conditions
3 PRODUCT INFORMATION
Any description given or applied to the goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
We produce handmade chocolates. Each product is therefore unique and it is highly probable that the chocolate produced for a specific order may differ a little bit from the photo of the product published online. The Belgian Chocolate Makers cannot guarantee that the buyer will receive exactly the same chocolate than it is displayed online. Colours especially may be different.
The Belgian Chocolate Makers reserves the right to alter prices or withdraw and modify chocolates from time to time without directly notifying previous buyers. Chocolates illustrated in all of the seller's literature and websites are done so as accurately as modern reproduction methods will allow. It is the responsibility of the buyer to check the exact description of the chocolates before purchasing, using samples which can be supplied on request.
4 PRICE AND PAYMENT
The price shall be that in the seller's current trade list price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Transport costs shall be paid for by the buyer.
The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2.50% per annum above the base rate of the National Bank of Belgium.
If payment of the price or any part thereof is not made by the due date, The Belgian Chocolate Makers shall be entitled to:
- require payment in advance of delivery in relation to any chocolates not previously delivered;
- refuse to make delivery of any undelivered chocolates whether ordered under the contract or not and without incurring any liability whatever to the buyer for non-delivery or any delay in delivery;
- terminate the contract.
Where a sample of the chocolates is shown to and inspected by the buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
6 DELIVERY SERVICE
Unless otherwise agreed in writing, delivery of the chocolates shall take place at the address specified by the buyer within the timescale specified by The Belgian Chocolate Makers.
The delivery address specified by the buyer must be safely accessible by truck between the hours of 09.00 to 17.00 Monday to Friday.
The delivery period specified by The Belgian Chocolate Makers is an estimate only and shall not be of the essence of the contract. All deliveries conducted by the truck method will be booked in advance by telephone and the buyer shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery.
The Belgian Chocolate Makers shall use its reasonable endeavours to meet any stated delivery period or booked delivery date. In any event, time of delivery period or delivery booking shall not be of the essence and the seller shall not be liable for any losses, costs, damages or expenses incurred by the buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery period or date.
Shipments are always at the risk of The Belgian Chocolate Makers. The buyer must therefore not worry about chocolate products that would be lost during shipment. However, if chocolate products are returned, the buyer is responsible for the transport.
From the moment of receipt by the buyer, the chocolates must be stored at a temperature between 15 and 18C and protected from direct sunlight and moisture. We do not recommend storing chocolates in the refrigerator or freezing it.
The buyer or any other person must be present at the address given at the time of delivery of the chocolates in order to receive it. If this is not the case, the chocolates will be delivered to a collection point.
The Belgian Chocolate Makers is not liable for unsuccessful deliveries when:
- the buyer provides an incorrect or outdated address;
- no one is present at the address given by the buyer;
- the buyer does not provide a correct/new address immediately (within 24 hours)
The sold sold by The Belgian Chocolate Makers are fresh food products. The Belgian Chocolate Makers does its utmost to ensure a correct and safe delivery, taking into account the freshness of its chocolates, but cannot give an absolute guarantee on the quality of the transport. In addition, the buyer is obliged to immediately place the received goods in the refrigerator in order to guarantee the quality of the chocolates.
7 ORDER COLLECTION
Orders can be collected by the buyer between the hours of 10am to 7pm Monday to Friday (excluding Bank Holidays) from Rue Lebeau 11, 1000 Brussels, Belgium.
The buyer must notify The Belgian Chocolate Makers 48 hours before collection.
Risk in the chocolates shall pass to the buyer at the moment the goods are dispatched from the seller's premises. Where the buyer chooses to collect the goods itself, risk will pass when the goods are entrusted to it or set aside for its collection, whichever happens first.
The total liability of The Belgian Chocolate Makers in case of breach of its obligations will in no case exceed the purchase price of the goods.
The Belgian Chocolate Makers delivers the chocolates by means of non-refrigerated shipping and thus cannot guarantee the quality of its chocolates. In the exceptional case that the quality of the delivery would nevertheless be affected, the buyer must provide proof of this immediately at the time of delivery. The buyer always has the obligation to carefully inspect the chocolates (or have them inspected) immediately upon receipt. Complaints of the buyer, relating to defects in the chocolate products or the delivery, which can be observed externally (for example if the products are no longer fresh, or if they have been damaged during transport), must be notified IMMEDIATELY by the buyer to The Belgian Chocolate Makers by telephone or email and at the latest within 4 hours after receipt.
Defects caused by the consumer's failure to arrive at the correct temperature in time cannot be recovered from The Belgian Chocolate Makers.
Title in the goods shall not pass to the buyer until The Belgian Chocolate Makers has been paid in full for the goods. The goods may be resold provided the proceeds of resale are paid to the buyer to the extent necessary to discharge in full the amount due to the seller.
Ownership of the goods is, notwithstanding the actual delivery, only transferred to the buyer, once the invoice related to these goods has been paid in full, including compensation of interest and costs.
10 CANCELLATION AND RETURNS
During delivery the buyer shall inspect the packaging for visible signs of transit damage before signing any delivery receipt document. In the event of visible signs of transit damage the buyer must clearly sign the goods received as "damaged" on the delivery receipt document before signing. The buyer shall then notify The Belgian Chocolate Makers within 24 hours.
The buyer shall inspect the goods immediately upon receipt and shall notify the seller within 24 hours of delivery if the goods are transit damaged. Goods that are defective or do not comply with any part of the contract, must be reported to The Belgian Chocolate Makers within 7 days of delivery.
Where a claim of defect or damage is made then it shall be the responsibility of the seller to collect the faulty goods and the buyer shall be entitled to replacement goods or a full refund (including delivery costs, if applicable).
Goods to be returned must be fully re-packaged and sealed in the original packaging format clearly showing the order number obtained from the seller.
Goods to be returned must be available for the seller to collect between the hours of 09.00 to 17.00 Monday to Friday at the buyer's premises or the address of the original delivery.
Where returned goods are found to be damaged due to the buyer's fault the buyer will be liable for the cost of remedying such damage.
11 FORCE MAJEURE
The Belgian Chocolate Makers shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and The Belgian Chocolate Makers shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the seller considers unreasonable, it may, without liability on its part, terminate the contract.
12 RELATIONSHIP OF PARTIES
Nothing contained in these terms and conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these terms and conditions shall be deemed to construe either of the parties as the agent of the other.
13 ASSIGNMENT AND SUB-CONTRACTING
The contract between the buyer and The Belgian Chocolate Makers for the sale of chocolates shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the buyer, without the prior written consent of the seller.
The failure by either party to enforce at any time or for any period any one or more of the terms and conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.
If any term or provision of these terms and conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these terms and conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
16 INTELLECTUAL PROPERTY AND RIGHT TO USE IT
The buyer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all the seller's literature and websites shall remain at all times vested in the seller. The buyer is permitted to use this material only as expressly authorised by the seller. The buyer acknowledges and agrees that the material and content contained within the website is made available for personal non-commercial use only and the buyer may (if necessary to make a purchase on the website) download such material and content. Any other use of the material and content of the website is strictly prohibited. The buyer agrees not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.
17 WEBSITE USE AND LINKS
Access to and use of The Belgian Chocolate Makers B2B websites are subject to these terms and conditions. The buyer agrees that use of these website services is entirely at the risk of the buyer.
By using the seller's websites the buyer agrees not to attempt to undermine the website's functionality and integrity.
The seller's websites may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
18 GOVERNING LAW AND JURISDICTION
This agreement shall be governed by and construed in accordance with the law of Belgium and the parties hereby submit to the exclusive jurisdiction of the Brussels courts.
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