General Sales Conditions

 

  1.       Definitions

1.1 The following terms and conditions shall mean:

Seller: the private company with limited liability Moodlab bv, with registered office located in B-8620 Nieuwpoort, AlbertIaan 117 and registered in the KBO under the number 0741730789 whether or not trading under the name "Moodlab".

Buyer: any natural person and/or legal entity who, whether or not as a point of sale of Moodlab bv and whether or not professionally, appeals to Moodlab bv's (sales) services.

Quotation(s): all offers of Moodlab bv, whether or not trading under the name "Moodlab", to the Buyer with whom the aim is to enter into a (sales) agreement. Agreement(s): any service and/or sales agreement between Moodlab bv and the Buyer with whom an agreement is concluded.

Product(s): all products developed by Moodlab bv and/or its appointees, known as "Moodlab", and as they can be found, amongst others, on the Moodlab bv website ("Moodlab").

 

  1.       General

2.1 Current terms and conditions apply to all legal relations between the Seller and the Buyer, as well as to all Quotations and Agreements between the Seller and the Buyer, provided that these have not been deviated from in writing by the parties. The terms are accessible to everyone and included on the Seller's website.

2.2 Any order with the Seller and/or delivery to the Buyer means the Buyer has taken note and accepted these terms and conditions (including, amongst others, the delivery and payment conditions). Although the Seller reserves the right to change his terms and conditions (and in particular the delivery and/or payment conditions) at any time without prior notification.

2.3 Clauses or (general and/or specific) conditions imposed by the Buyer or third parties, whether they differ from current terms and conditions or not, are not opposable to the Seller, except if they have been expressly accepted in writing by the Seller.

2.4 If a provision of these terms and conditions would be found invalid for some reason, the other provisions shall remain in full application and the invalid provision shall be replaced by the closest provision legally possible.

2.5 Online sales of the Products by the Buyer are only possible provided that online sales meet the same quality requirements, including, amongst others, legislation.

 

  1.       Delivery conditions

3.1 All deliveries of Products and/or other items from the Seller are subject to availability.

3.2 The Seller undertakes to carry out all accepted orders within a period of 5 working days, subject to the rules of the (sale) purchase, always applying the principle of resources and/or effort commitments. If this is not possible because the products ordered and/or other items are not in stock or are no longer available, because for some reason there is abnormal delay (which is not due to the Buyer), or because an order cannot be carried out (entirely) (for reasons outside the Buyer’s control), the Seller shall inform the Buyer no later than 10 working days after the placing of the accepted order thereof and in that case the Buyer has the right to cancel the order without charge and default notice with the exception of what is stated in Article 13.4.

3.3 The Seller's obligation to deliver is fulfilled, unless proven otherwise, as soon as the ordered Products and/or other items have been offered to the Buyer. In the case of home delivery and/or delivery in the Buyer's warehouses or any other place chosen by the latter, the carrier's report, including the refusal of acceptance, extends to complete proof of the delivery of the supply.

3.4 Transport and possible insurance costs are always for the account of the Buyer, unless expressly agreed otherwise in writing.

3.5 From the delivery, the Buyer bears all risks relating to the Products and/or other items sold, in particular the risks of transport, even if this is done by the Seller's concerns or on behalf of the Seller.

3.6 All the terms of execution and/or delivery listed on the Seller's website are only provided by way of information and are thus purely indicative. The time limits set there may therefore not give reason to rights, and they are by no means binding for the Seller.

3.7 No delay in the execution and/or delivery by coincidence or force majeure may compromise the seller's liability, nor can this give rise to (damage) compensation, fines, or entire or partial dissolution of the Agreement (including the cancellation of the order) at the expense of the Seller.

 

  1.       Sales prices

4.1 Sales prices will not be increased within the term of the offer unless legal and/or government measures make this necessary or if the third parties on who the seller depends for the production of his Products and/or other items (e.g. suppliers and manufacturers) in the meantime raise prices, which are then accounted to the Buyer.

4.2 All sales prices on the Seller's website are under reserve of printing and setting errors. Possible consequences of such printing and setting errors cannot in any way compromise the Seller's liability. Sales prices are in EURO and include 21% VAT or 6% VAT. For professional buyers prices are reflected excluding VAT.

4.3 VAT and other possible (direct and indirect) taxes are always borne by the Buyer.

4.4 The Seller has the right to communicate recommended prices for the onward sale of the Products to the Buyer.

 

  1.       Right of withdrawal

5.1 If there is a consumer purchase, in which an Agreement has been made remote controlled between the Seller and the Buyer, the Buyer has the option to inform the Seller of his wish to withdraw within a period of 14 calendar days from the day following the day when the Buyer or third party designated by the Buyer takes physical possession of the Products and/or other items. The Buyer shall exercise this right of withdrawal in accordance with the provisions of the Code of Economic Law, where the modalities of return (by the Buyer) and reimbursement (by the Seller) are also subject to this law.

5.2 The right of withdrawal, as defined in Article 5.1, relates only to the Products and/or other items supplied.

5.3 However, the Buyer cannot, in any case, exercise the right to withdraw if:

  1.            The Products and/or other items supplied are manufactured according to the specifications of the Buyer or are clearly intended for a specific person;
  2.            The Products supplied and/or other items can quickly spoil or have a limited sustainability;
  3.            Sealed Products and/or other items have been opened after delivery and cannot be returned for reasons of health protection or hygiene;
  4.       The Products and/or other items delivered are irrevocably mixed with other goods after delivery;
  5.            The security of the actual carrier of the Products and/or other items, consisting of audio and video recordings and computer software, is broken after delivery.

5.4 If the Seller's products and/or other items provided with an expiry date, are never refunded after the expiry date, the Buyer is not entitled to (partial) reimbursement and/or complete or partial dissolution of the Agreement (including cancellation of the order).

 

  1.       Data management

6.1 If the Buyer places an order with the Seller, his information will be included in the Seller's customer base, except in the event of a written objection by the Buyer. This information is intended for internal use but can also be used to inform the Buyer of possible future promotions. The Buyer has the right to look into this data and request any correction thereof.

6.2 All personal data acquired by the Seller shall be the subject of Belgian laws, in particular the law of December 8, 1992 for the protection of privacy in relation to the processing of personal data. However, if personal data and/or information are given anonymous, they shall no longer be considered personal data subject to the conditions of this law. In that case, the above mentioned rights and/or obligations shall cease to exist.

6.3 The Seller will respect the privacy of the users of the internet site and this, also in line with his Privacy Statement, which is accessible to everyone and included on the Seller's website.

 

  1.       Warranty

7.1 The Seller's warranty period corresponds to the manufacturer's warranty period. However, the Seller cannot be held liable for the final suitability of the Products and/or other items delivered for each individual application by the Buyer, nor for any advice on the use or application of these Products and/or other items.

7.2 The Buyer undertakes to immediately check the Products and/or other items supplied on receipt. If it turns out that these are improper, defective or incomplete, the Buyer (before returning them to the Seller) must communicate these defects to the Seller in writing. Possible defects or improperly delivered Products and/or other items should be reported to the Seller no later than two months after delivery. Return of the Products and/or other items should be carried out in the original packaging (including accessories and associated documentation) and in new condition. Commissioning after finding defects, damage arising after finding defects, objections and/or resale after finding defects, entirely cancels the right to complain and return.

7.3 If the Buyer's complaint(s) are found to be justified by the Seller, the Seller will, by his choice, replace the Products and/or other items delivered free of charge or make a written agreement with the Buyer on the recovery fee, provided that the seller's liability is always limited to the maximum invoice amount of the Products and/or other items ordered and delivered.

7.4 The Seller shall not be liable for any damage to the Buyer or his goods, except in the case of intent or fraud on his part. Any other case may never give rise to any damage compensation in any form, and regardless of the nature of the damage (indirect damage, consequential damage or damage for foregone profit). Nor can the Seller be held liable as a result of the misuse of the Seller's Product and/or other items by the Buyer.

7.6 However, the guarantee mentioned above does not apply if:

1. And as long as the Buyer is at default and remains in default to fulfil his obligations to the Seller;

2. The Buyer has repaired and/or processed the Products and/or other items supplied to him or let them be repaired and/or processed by third parties;

3. The Products supplied and/or other items have been exposed to abnormal circumstances or have otherwise been treated carelessly, or in breach of the Seller's instructions and/or instructions on the packaging;

4. The defect is entirely or in part the result of rules the government imposed or will impose with regard to the nature or quality of the materials applied.

5. Payment terms

8.1 The transfer of ownership of the Products and/or other items delivered shall be made only after full payment by the Buyer, as also mentioned in Article 14.

8.2 Within 8 days of the accepted order, the ordered Products and/or other items must be paid. All orders with deliveries abroad are paid in cash. Deliveries to consumers are paid cash.

8.3 In the absence of payment of the invoice within the time limit envisaged, it shall automatically be increased by a flat-rate non-payment clause of 10%, with a minimum of € 100.00. Moreover, any invoice not paid (in time) shall bring about, as from the expiry date without the necessity of a notice, an interest per month started at the interest rate in accordance with Article 5 of the Law dated August 2, 2002 on the fight against late payment in trade transactions, without prejudice to the costs associated with forced implementation. The Buyer also declares for recovery on the basis of art. 1394/20 Ger. W. – 1394/27 Ger. W., to take all costs at his expense, even if in the course of the proceedings a dispute is raised.

8.4 In the case of non-payment on the expiry date for whatever reason or in the absence of wanting to accept receipt of correct and undamaged Products and/or other items, the Seller reserves the right to suspend the execution of all current orders, without prior default notice and without any compensation. In the event of non-payment on the expiry date, the Seller's guarantee obligation to the Buyer ceases to apply in any case.

8.5 Subject to a clause expressly stipulated by the parties at the time of the order, the Buyer shall not be entitled to withhold a particular sum of the amount as a guarantee.

8.6 In the case of non-payment within the time limit envisaged, and provided a prior written default notice, the Seller shall have the right to terminate the Agreement at the Buyer's expense. In such case, the Seller reserves the right to take back the Products and/or other items supplied still in the possession of the Buyer, in which case the Buyer undertakes to cooperate. In this case although, the buyer still owes the fully billed price, increased by  conventional damages compensation and the conventional interest for late payment, at least to the extent of the value of the Products and/or other items that could not be recovered.

8.7 However, paid advances cannot under any circumstances be recovered by the Buyer.

 

  1.       Offers

9.1 Offers are always non-committal, unless expressly otherwise stated on the offer. The Seller cannot be considered bound by an offer if the Buyer knew or at least should have known that the offer, or part of it, contained an apparent mistake or misprint.

9.2 When accepting a non-binding offer by the Buyer, which must be made in writing, the Seller reserves the right to revoke or deviate from the offer within the 3 working days of receipt of that written acceptance. Oral commitments only bind the Seller after they have been expressly confirmed by him in writing. Additions, amendments and/or further agreements shall also only take effect if they were agreed in writing.

9.3 Seller offers, as well as staffel discounts, do not automatically apply to any later orders.

 

  1.      Validity of Agreements

10.1 An Agreement between the Seller and the Buyer can only be reached validly after an order from the Buyer was accepted by the Seller.

10.2 The Seller reserves the right not to accept orders without giving reasons or exclusively accept orders only provided prepayment.

 

  1.      Termination / suspension of Agreements

11.1 The Seller's claims, which may or may not result from an Agreement between the Seller and the Buyer, shall  immediately be applicable from the Buyer in the following cases:              

  1.            If, after the conclusion of the Agreement, circumstances are notified to the Seller which give the Seller sufficient grounds to fear that the Buyer will not fulfil his obligations/commitments;
  2.            If, at the conclusion of the Agreement, the Seller has asked the Buyer to provide a guarantee for the proper fulfilment of the Agreement and that this security lacks or is not sufficient;
  3.            In all cases of liquidation, bankruptcy or deferral of payment by the Buyer, for example (but not exclusively) because of proceedings under the Enterprise Continuity Act;
  4.            If it is found that the Buyer resells the Seller's products and/or other items to another professional (seller)buyer with a view to the further distribution of these goods;
  5.            If it turns out that there are complaints regarding the service provided by the Buyer (and/or his appointees) that compromise the good name of the Seller's Products and/or other items.

11.2 In abovementioned (non-exhaustive) cases, the Seller may, by its own choice, suspend the further execution of the Agreement or proceed to terminate the Agreement, without prejudice to the Seller's right to claim compensation.

11.3 Infringements of this Agreement by the Buyer grant the Seller the right to either suspend or stop deliveries without any right to compensation of any kind to the Buyer.

 

  1.      Images and specifications

12.1 All images (including photos, drawings, etc.) as well as all data relating to weights, dimensions, colours, images of labels, etc. on the Seller's website apply only approximately, are indicative and cannot give rise to any compensation or (reason for) termination of the Agreement.

 

  1.      Force majeure

13.1 The Seller cannot be held liable if and insofar as he cannot fulfil his commitments as a result of force majeure.

13.2 Among other things, the following things count as force majeure: unforeseen circumstances, of any kind, such as (but not limited to) mobilisation, war and threat of war, quotas or other government measures, strike, traffic jam, fire, frost, epidemics, traffic disruptions, defects in aid or transport equipment, demonstrations, electricity-, computer and network breakdowns, as well as delay and/or omission/negligence by third parties (e.g. suppliers and/or manufacturers) on whom the Seller depends for any reason to duly fulfil his obligations to the Buyer, as a result of which the Seller is reasonably unable to carry out or execute his obligations in a timely manner or not without strenuous additional efforts and/or costs.

13.3 In the event of force majeure, the Seller reserves the right to suspend his obligations and is also entitled to terminate the Agreement in whole or in part, or to claim that the content of the Agreement is amended in such a way as to ensure that execution remains possible. Under no circumstances can the Seller be required to pay any fine and/or compensation.

13.4 In the event of suspension and/or termination as a result of force majeure, the Seller shall have the right to charge and invoice the (possibly) already delivered as well as the deliverable part to the Buyer and the Buyer undertakes to comply with that invoice and to pay it to the Seller. However, this does not apply if the already supplied or deliverable part does not have an independent value.

 

  1.      Ownership reservation

14.1 All Products and other items sold by the Seller to the Buyer shall remain the Seller's property for as long as full payment of the sale price (possibly plus fines, costs and interest) has not been carried out , even if they were incorporated and/or changed in any way. The same applies as long as the Buyer has not fulfilled his undertakings, other than his obligation to pay the selling price, under the current Agreements or previous/subsequent similar Agreements, including the negligence to carry out the work or work still to be carried out by the Buyer from those or similar Agreements. All risks associated with this are borne by the Buyer.

14.2 Products and other items sold and/or delivered by the Seller covered by above mentioned ownership reservations may be resold only in the context of a normal business, but never used as a means of payment. However, as the Seller's point of sale, the Buyer is never permitted to sell these Products and other items to another Buyer (in particular but not exclusively outlets of the Seller), even in the case of bankruptcy.

14.3 The Buyer is not entitled to pawn the matters covered by the reservation of ownership or in any other way to encumber them.

14.4 Through the order, the Buyer already gives unconditional and irrevocable permission to the Seller or a third party to be appointed by the Seller, in all events that the Seller wants to exercise his ownership reservation, to enter all those places where his properties will then be located and to take Products and other items there along.

14.5 Where a third party seizes the Products sold under the reservation of ownership and/or wishes to establish or assert rights to them, the Buyer undertakes to inform the Seller thereof immediately, at least within a reasonable period which may not harm the Seller in any way.

 

  1.      Applicable law – Competent judge

15.1 Belgian law is exclusively applicable to all Agreements.

15.2 In the event of a dispute concerning the interpretation and/or implementation of the Agreements with the Buyer (including the abovementioned terms and conditions), only the courts of the judicial district of Veurne or the or the court of the peace of Veurne are competent to judge in accordance with Belgian law and/or commercial practices, and the Seller reserves the right to sue the Buyer in the courts which are territorially competent in accordance with the residence and/or registered office of the Buyer. However, the parties undertake to always try to resolve any possible dispute by mutual agreement.