Art. 1 APPLICATION These General Conditions of Sale apply to all agreements between Giacomo Moda & C., with registered headquarters at Chaussée de Ninove 642, 1070 ANDERLECHT, with company number 0473.984.956 (“Giacomo Moda & C.”) and the professional (b2b) “Purchaser”, together ‘”the Parties”.
The rights and obligations of Parties will be defined exclusively by these General Conditions of Sale and the order form. Deviations must be agreed upon by Parties in writing. Purchasers’ General Terms of Sale are expressly excluding. By placing an order (using the written order form) the Purchaser unconditionally accepts the General Terms of Sale.
Art. 2 ORDERS All offers are non-binding. Orders will only be accepted after written confirmation. Orders are accepted by signing the order form or by delivery. Acceptance can be partial. The acceptance of part of an order (for example because of partial delivery) does not entail the acceptance of the rest of the order as a whole. Force majeure gives us the right to partial or complete non-execution, without creating any right to compensation for the Purchaser.
Cancellation of an order will not be possible unless with the prior written consent by Giacomo Moda & C.. In any case, a compensation amounting 30% of the purchase price will be due.
Art. 3 DELIVERY Terms for the delivery, noted on the order form, are not binding and for informational purposes only. Non-compliance with these terms can never lead to cancellation of the order, refusal of the goods and/or non-payment of the invoices, nor to the right to compensation. The delivery will be EXW (incoterms 2010) Trade Mart Atomiumsquare BP56 AIX 456, 1020 BRUSSELS.
In case the financial solvency of Purchaser is questionable, for example but not limited to cases where an act of judicial execution or seizure was launched against Purchaser and/or other similar events, Giacomo Moda & C. reserves the right to (partially) cancel or suspend orders and/or demand further guarantees.
Art. 4 PRICE
Prices are those mentioned in the confirmation of order. In case of price increase between the placement of order and the confirmation, the Purchaser has the right to annul the agreement. Prices are excluding VAT. Announced prices do not constitute an offer, but merely an invitation to submit an offer. Possible currency exchange risks shall be borne exclusively by the purchaser. Any possible letter of credit, the granting of a payment term or postponement of payment does not entail novation. The Purchaser will bear any possible cost associated with the payment or exchange rates.
Art. 5 PAYMENT AND RETENTION OF TITLE The Purchaser receives an invoice that has to be paid within 15 days after the invoice date. Valid payment cannot be made to commercial agents, independent representatives of Giacomo Moda & C. unless prior written consent is given. An interest of 12% per year and a penalty of 15% of the invoice amount with a minimum of 250 EUR apply in case of late payment, without prior notice.
If the purchaser omits to execute his obligations, Giacomo Moda & C. reserves the right to suspend or cancel the execution of other outstanding offers from or obligations to the Purchaser or any other company related to him as per articles 11-12 of the Belgian Company Code, without prior judicial intervention and notwithstanding Giacomo Moda & C Ltd.’s right to compensation for the related loss. Non-payment or partial non-payment of an invoice makes every other outstanding debt, even when not yet matured, of the Purchaser or of any other company related to him in the sense of articles 11-12 of the Belgian Company Code, instantly payable.
Art. 6 RETENTION OF TITLE All products remain the sole property of Giacomo Moda & C.. until payment of the entire purchase price is received. Until payment of the entire purchase price is made, Giacomo Moda & C.. can reclaim the goods in possession of the Purchaser. The Purchaser must grant Giacomo Moda & C. access to his store or storage space, where he must keep the relevant products separate and individualized from other products. Al payment terms granted or postponements do not affect the retention f title. In case of further sales of the goods that are subject to the retention of title, the revenue from this sale will be transferred to Giacomo Moda & C. The Purchaser transfers as pledge every debt that may arise from this resale. Any advances paid to Giacomo Moda & C. by the Purchaser will in the case of an execution by Giacomo Moda & C. of the retention of title, be acquired by Giacomo Moda & C. as compensation for suffered loss (for example but not limited to the possible losses made on the recovered goods). Risks in relation to the product, transfers at the time of its delivery. Art. 7 CONFORMITY OF PRODUCT AND RETURN Any visibly defected (manufacturing defect) product, not reported within 24 hours after delivery, is deemed to be accepted. Any latent defects (manufacturing defect) product must be reported to Giacomo Moda & C. within 24 hours after discovery and in any case within 7 days after delivery via firstname.lastname@example.org while noting the product reference and the number of the order form.
Return of a defective product can only take place after consent of Giacomo Moda & C. and at the expense of the Purchaser. Defective products that are correctly returned will be replaced or refunded without any additional cost, at the sole discretion of Giacomo Moda & C.
A return can only be accepted if the Purchaser sends an e-mail for approval to email@example.com , indicating:
- Reference of the product
- Number of the order sheet
- Reason for return
If the return is accepted, the Purchaser shall receive a RMA (Return Merchandise Authorisation) code via e-mail. The Purchaser then returns the product involved, accompanied by the RMA-code at his own expense.
Art. 8 PROTECTION OF PERSONAL DATA All personal data on the order form will be gathered and processed according to the European Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. Unless the Purchaser has explicitly agreed with the broader processing of his personal data, the information submitted at the time of the order or otherwise, will solely be used for the processing of the order and the contacting of the Purchaser as part of the commercial relationship between Giacomo Moda & C. and the Purchaser, among others for the offering of similar products that maybe of interest to the Purchaser. This personal data will not be transferred to third parties.
Art. 9 NULLITY The possible nullity of any of these Conditions does not impact the remaining terms. Belgian law is applicable for any dispute or interpretation not regulated by these General Conditions of Sale.
Art. 10 LIABILITY Except for intent or fraud, Giacomo Moda & C. is not liable for any damage coming from the delivery or non-delivery of the product. In any event, the liability of Giacomo Moda & C. is limited to the invoiced amount.
Art. 11 TRANSFER OF DEBT CLAIM Giacomo Moda & C. reserves the right to transfer invoices to a factoring company. The Purchaser accepts through his order that Giacomo Moda & C. is exempted from complying with the formality as per article 1690 Civil Code or article 16 of the law of 19 October 1919. A simple notice of transfer on the invoice or another written notice of transfer is sufficient.
Art. 12 DISPUTES Contractual relations are governed exclusively by Belgian law. In case of dispute, the courts and tribunals of BRUSSELS will be exclusively competent.