General Terms and Conditions of WeWantMore NV
Notwithstanding any communications to the contrary issued in the past or to be issued in the future, these General Terms and Conditions of the public limited company WeWantMore (hereinafter to be referred to as “WeWantMore”) apply to all contractual, pre-contractual and extra-contractual legal relationships between WeWantMore and the Customer, such as, but not limited to, sales to, work for, and services and deliveries to the Customer. The Customer emphatically accepts the applicability and the contents of these General Terms and Conditions as well as the explicit exclusion of all other General Terms and Conditions (including its own). WeWantMore rejects all other standards and values, to the sole exclusion of those terms and conditions that WeWantMore signs as accepted.
The commitment entered into by WeWantMore is a commitment of means and not a commitment of results. The nullity of one or more of the stipulations in these General Terms and Conditions does not prejudice the applicability of the remaining provisions.
2. QUOTATIONS, ORDERS AND ORDER CONFIRMATIONS
All quotations provided by WeWantMore are non-binding and can only be considered as an invitation to the Customer to place an order. If a term is not stated in the quotation, then the quotation provided by WeWantMore is valid for a term of thirty (30) days, starting on the date upon which the offer was made, and without prejudice to WeWantMore’s right to withdraw and/or amend its quotations at any time. An agreement only comes into being once a person who is authorised to legally bind WeWantMore confirms the order placed by the Customer in writing, or once the Customer has paid the advance invoice in full. Any amendments or additions must be confirmed in writing by WeWantMore. A quotation is only valid for a specific order, and consequently is not applicable to any follow-up orders.
All prices are exclusive of VAT. Price lists are provided for the purposes of information and are not binding with respect to WeWantMore. Deviations between the quotation sum and the sum actually invoiced shall never lead to the agreement being declared void, to the refusal to pay and/or to legal claims instituted by the Customer. Prices for packaging, transport, import duties, levies and taxes are not included and are payable by the Customer, unless expressly otherwise agreed to. Exchange rate fluctuations, as well as price increases for materials, ancillary materials and raw materials, or increases to salaries, social charges, costs imposed by the authorities, levies and taxes, transportation costs, import and export duties or insurance premiums, which take effect between the time that the order is confirmed and the delivery of the items, entitle WeWantMore to proportionally increase the agreed-to price.
4. LEAD TIME AND DELIVERY TIME
The stated lead time and delivery time are always indicative and do not constitute an essential component of the agreement. Amendments to the order shall automatically entail that the stated assumed lead and delivery times lapse. Exceeding the lead and delivery times provided for shall not provide grounds for terminating the agreement on the part of the Customer. Subject to article 9 of these General Terms and Conditions, any compensation for exceeding the lead and delivery times shall only be accepted by WeWantMore after a delay of at least one month and after evidence of damage actually suffered by the Customer is presented. This compensation shall always be limited as determined in article 8 of these General Terms and Conditions.
5. COLLECTION AND DELIVERY OF GOODS
Unless expressly otherwise agreed to, the Customer must collect the goods at its own expense at a location and time specified by WeWantMore. If the goods are not collected within five workdays, storage costs shall be payable by the Customer of one percent of the invoice sum per month. If the Parties have agreed that WeWantMore shall deliver the items to a location outside of its premises, then the goods are transported at the expense and risk of the Customer.
6. DELIVERY OF SERVICES
WeWantMore and the Customer will determine the manner of delivery and receipt in consultation with each other, under application of these General Terms and Conditions. The Customer shall do everything possible to enable the proper delivery of services.
The risk for the goods sold is transferred to the Customer at the time that the agreement takes effect.
8. COMPLAINTS AND LIABILITY
The Customer must check the quantity of the goods immediately upon collection. Deviations to the quantity must be immediately noted on the delivery note, in the absence of which the Customer is deemed to accept the quantity as agreed to.
The Customer is required to comprehensively inspect the goods within 24 hours of collection or delivery, including in the event of re-dispatching the goods. The Customer loses the right to invoke noncompliance or defective goods if it does not inform WeWantMore by registered letter within 48 hours of the Customer having ascertained, or within 48 hours of when the Customer ought to have ascertained, the non-compliance or defect, together with an accurate identification of the goods and a detailed report of the non-compliance or the defect.
The Customer in any event loses the right to invoke non-compliance or defective goods if it does not inform WeWantMore in the manner thus described no later than six months after collection or delivery. In the event of non-compliance or defective goods being reported in good time and in the correct manner, WeWantMore shall, at its discretion: (1) replace the noncompliant or defective goods or parts of goods; or (2) reimburse the noncompliant or defective goods.
Complaints pertaining to the services provided must be reported by the Customer no later than within 48 hours of those services being delivered, in the absence of which the Customer is deemed to have accepted those services. The complaint must be made by registered letter and include a detailed report of that which is imputed. If the complaint is found to be valid, WeWantMore shall, at its discretion: (1)re-provide the services, either entirely or in part; or (2) reimburse the noncompliant provision of services. The voluntary response on the part of WeWantMore to a late or inadequate notification does not grant the Customer any rights whatsoever. The above applies in full to the non-compliance or the defect that WeWantMore could have been aware of. Under no circumstances do complaints discharge the Customer from its payment obligation. The Customer is obliged to reimburse all costs incurred as a result of unjustified complaints. WeWantMore is under no circumstances obliged to compensate indirect and/or consequential losses, such as, but not limited to, loss of profits, loss of use, assembly and disassembly costs, and damage to other parts or goods. Nor is WeWantMore obliged to compensate damages that exceed the invoice sum, to an absolute maximum of 10,000 euros. The Customer may under no circumstances return the goods, have work undertaken by third parties, or engage in a substitute transaction.
9. FORCE MAJEURE AND HARDSHIP
WeWantMore is not liable for any failure in the fulfilment of its obligations that are due to force majeure or to hardship. In the event of force majeure or hardship WeWantMore may, at its discretion (1) temporarily suspend the performance of its obligations; (2) terminate the agreement by registered letter; and/or (3) ask the Customer to renegotiate the agreement. If the Customer does not participate in good faith in the renegotiations, WeWantMore can ask the court to determine new contract conditions and/or rule that the Customer must pay damages.
10. INTELLECTUAL PROPERTY – CONFIDENTIALITY
Subject to a stipulation expressly stating otherwise, all ideas, concepts, calculations, samples, drawings, plans, models, systems, texts, manuals, analyses, technologies, inventions, discoveries, know-how and all other work created, designed, developed or produced by WeWantMore, whether on its own or in collaboration with other parties, remain the exclusive property of WeWantMore. The Customer is prohibited from using the intellectual property of WeWantMore without the prior written permission of WeWantMore.
The Customer is obliged to comply in full with the obligation of confidentiality. This entails that, unless written permission is received in advance from WeWantMore, it shall not use, disseminate or transfer to any other third party any of WeWantMore’s business secrets relating to any facet of its business, nor any of the intellectual property of WeWantMore, nor information of a technical, commercial, operational or financial nature, without this summary being restrictive, of which it has gained knowledge prior to, during or in connection to the execution of every agreement with WeWantMore.
The Customer shall ensure that an end-user or any other third person complies with the above provisions.
Each breach of this article 10 by the Customer, the end-user and/or any other third party, shall result in a fixed penalty being payable by the Customer to WeWantMore of 25,000 euros per breach, plus a sum of 5,000 euros for each day that the breach is not stopped, without prejudice to WeWantMore’s right to demand greater compensation and/or terminate all agreements with the Customer at the expense of the Customer.
11. INVOICE AND PAYMENT
The Customer must inform WeWantMore in writing of any complaints with respect to invoices within three workdays of receipt of the invoice, in the absence of which the invoice shall be considered to be accepted without any qualification. All invoices are payable in cash at the registered office of WeWantMore. Only those receipts signed by a person who is authorised to legally bind WeWantMore are valid. In the event of non-payment or incomplete payment on the due date:
- interest at a rate of ten percent shall be payable by law and without notice of default;
- fixed damages are payable by the Customer equal to ten percent of the invoice sum, with a minimum of 250.00 euros, without prejudice to the right of WeWantMore to demonstrate higher damages;
- the Customer is obliged to pay all judicial and extrajudicial collection costs;
- all other invoices from WeWantMore to the Customer, even those that are not yet due, become
immediately due and payable;
- WeWantMore is entitled to suspend and/or terminate by registered letter the (further) execution of the agreement concerned, and/or one or more other agreements with the Customer, without prior notice of default being required. Partial payment is accepted subject to all reservations and is applied in the following order: (1) collection costs; (2) damages; (3) interest; (4) principal sums.
The Customer may not employ the right of setoff vis-à-vis WeWantMore or its legal successors in respect of claims arising from the delivery of goods or services in accordance with these General Terms and Conditions.
12. RETENTION OF TITLE
The rights of ownership to the sold items are only transferred to the Customer at the time of full payment of the price, costs, interest and all other sums. For the time that the items are the property of WeWantMore, the Customer must store them separately and ensure they are clearly identifiable. If the Customer does not fulfil its obligations, or if WeWantMore suspects that the Customer will not fulfil its obligations, the customer shall return the items at its own costs and risk to WeWantMore within 24 hours of a demand by the latter that such be done. If this right is exercised it results in the immediate and automatic termination of the agreement, without prejudice to WeWantMore’s right to demand further compensation.
13. SUSPENSION AND TERMINATION
In the event of any change to the circumstances of the Customer, such as death, change of corporate form, a merger, takeover, transfer, liquidation, suspension of payments, joint or amicable composition, the application for a deferment of payments, cessation of operations, attachment or any other circumstances that could affect confidence in the creditworthiness of the Customer, WeWantMore reserves the right to, merely on the basis of that fact, either suspend the execution of one or more agreements with the Customer until a time when the Customer offers sufficient guarantees of its payment, or to declare one or more agreements with the Customer terminated as of the date that the termination is sent, without notice of default and without judicial intervention required, without prejudice to WeWantMore’s right to demand further compensation.
14. COMPETENT COURT AND APPLICABLE LAW
All disputes fall exclusively under the jurisdiction of the courts of the district in which WeWantMore has its registered office, unless WeWantMore selects the court which has standard jurisdiction. Belgian law is applicable.
These General Terms and Conditions are available on demand in Dutch, French and in English, and can also be found on www.wewantmore.studio/terms-and-conditions. In the event of any deviations between the three versions, the Dutch version will prevail.