General terms of sale
Terms & Conditions B2B
General Terms of Sale
1. Identity of the vendor
The webshop, accessible on the URL shop.stockmans.be (hereafter referred to as Website), is owned and managed by Stockmans Calendars BVBA (hereafter referred to as “Stockmans Calendars”), established in
2570 Duffel, Nijverheidsstraat 6 (Belgium), listed in the KBO under number 0828.910.431 and with VAT number BE0828.910.431.
2.1. Buyer: every natural person or legal entity that, in practice of his profession or undertaking, entered or will enter in any contractual relationship whatsoever with Stockmans Calendars.
2.2. Goods: every product offered to sale by Stockmans Calendars on the Website.
2.3. Distance sale agreement: any agreement concerning goods or services concluded between Stockmans Calendars and the Buyer under an organized distance sales or service-provision scheme run by Stockmans Calendars, who, for the purpose of the agreement, makes exclusive use of one or more means of distance communication up to and including the moment at which the agreement is concluded.
2.4. Means of distance communication: any means which, without simultaneous physical presence of Stockmans Calendars and the Buyer, may be used for the conclusion of the agreement between those parties.
2.5. Sustainable data medium: every auxiliary which enables the Buyer to store personally to him addressed information in a way that makes this information easy accessible for future use during a period which is adjusted to the purpose wherefore the information can be of any service, and in a way that makes an unchanged reproduction of the stored information possible.
3.1. The present General Terms of Sale apply to every offer made by Stockmans Calendars and to every sale agreement concluded between Stockmans Calendars and the Buyer.
3.2. If expressly stated, specific conditions may apply to certain Goods in addition of the General Terms of sale. In case of discrepancies between the specific conditions and the above General Terms, the provisions of the specific terms will prevail over the General Terms of Sale unless otherwise stated.
3.3. No derogation from the provisions of these General Terms of Sale is possible unless agreed upon in writing. Derogation to one or more articles of the General Terms will not affect the applicability of the other articles of those same General Terms.
3.4. The Buyers’ general terms will not apply, unless specifically agreed upon in writing by Stockmans Calendars.
3.5. Stockmans Calendars may adapt or complete the General Terms of Sale at any moment. Changes will apply to all future orders.
3.6. By using the Website of Stockmans Calendars and/or placing an order, the Buyer accepts the General Terms of Sale and all rights and obligations as stated on the Website.
3.7. These General Terms of Sale do not apply to offers and agreements entered into with natural persons performing activities outside their professional practice or undertaking.
4. Estimates and offers
4.1. All estimates and offers of Stockmans Calendars are non-binding, unless the estimate indicates a deadline for acceptance. An estimate or offer will lapse if the Goods, on which the estimate or offer relates, becomes no longer available in the meantime. An estimate shall also lapse if not accepted within a period of 14 working days.
4.2. Offers are valid as long as the stock lasts.
4.3. Stockmans Calendars cannot be bound by its estimates and offers if the Buyer could reasonably assume that these estimates and offers, partial or entirely, were marred by an error or a misspelling.
4.4. Stockmans Calendars will not be bound by any acceptance (whether or not to subordinate points) which deviates from the proposal as indicated in the estimate or offer. In that case, no agreement will be established, unless stated otherwise by Stockmans Calendars.
4.5. In case of combined price quotes, there is no obligation for Stockmans Calendars to provide some of the work against payment of the corresponding part of the total price. Offers and estimates do not apply automatically to future orders.
4.6. Agreements are only concluded in writing.
4.7. All pictures and images, eventually described on the Website, will largely correspond with the offered Goods. Stockmans Calendars cannot be held liable as an image or characteristic deviates from the actual Goods.
4.8. Stockmans Calendars has the right to refuse orders without notification of the motive.
5.1. Stockmans Calendars will consider with the utmost carefulness the acceptance and execution of orders of Goods.
5.2. The letter type and layout is chosen freely by Stockmans Calendars. Stockmans Calendars is not responsible for the typographic quality of the ready to print models or files of any completed pages which she receives from the Buyer.
5.3. All orders are executed with the normally available raw materials. Special requirements such as ink light stability, suitability for foodstuffs, etc. shall be stipulated by the Buyer at the time of the price request. In the event that such requirements are stipulated at a later date, this may result in a price adjustment. Total consistency of the colors to be reproduced, the perfect inalterability of the inks and the perfect inalterability of the inking and of the register are not guaranteed. Any derogations specific to the nature of the work to be executed shall be accepted expressly by the Buyer.
5.4. If the law so requires, the Buyer may not oppose the use of Stockmans Calendars’ name, even if the name of a publisher or intermediary, advertising agent or other parties already appears on the printed work.
5.5. In the event that the Buyer places materials at the disposal of Stockmans Calendars, such materials must be delivered on time (taking account of the order schedule) to the premises of Stockmans Calendars, properly packaged and carriage paid. The signing for receipt of the transport documents confirms only receipt of the materials.
In the event that the Buyer sends prepress materials in digital form without a printed version thereof, Stockmans Calendars does not bear any responsibility whatsoever for the results of the exposure. In the event that the Buyer places computer files at the disposal of the supplier, he must store the original files himself and he is responsible for the quality of such files.
With the exception of malicious damage and professional negligence on the part of Stockmans Calendars, his personnel or his subcontractors, any difficulties or delay during production caused by problems with supplied materials shall extend the deadline and increase the price by the amount of the additional costs incurred by such problems.
5.6. Stockmans Calendars is never liable for the quality of the material supplied by the Buyer.
In the event that the resolution of the picture files or logos delivered by the Buyer is not sufficient for a qualitative print, it is the responsibility of the Buyer and Stockmans Calendars does not bear any responsibility. Logos can be best delivered as a vectorial file.
5.7. At the request of the Buyer, Stockmans Calendars shall provide a simple proof or laser print, blueprint or imposition proof. Any proofs, inter alia, in true colors and/or on edition paper shall result in extra costs. If the Buyer does not request a proof, Stockmans Calendars shall under no circumstances be responsible for the quality of the end product.
5.8. Stockmans Calendars is not responsible for spelling, linguistic or grammatical errors. Any changes whatsoever to the original order (in the text, in the processing or positioning of illustrations, in the formats, in the printing or binding work, etc.) made in writing or in any other manner by or in the name of the Buyer, shall be charged to the Buyer as a supplement and shall extend the deadline. Any changes made verbally or by telephone shall be carried out at the risk of the Buyer.
5.9. Giving the electronic approval by the Buyer will dismiss Stockmans Calendars of any responsibility for the during or after the printing detected errors or omissions. The electronic approval will remain the possession of Stockmans Calendars and will be used as evidence in case of any dispute.
For paper, cardboard and book binders’ materials incorporated by the Stockmans Calendars, the Buyer accepts the tolerances stated by the manufacturers of such materials. Stockmans Calendars may supply and deliver 5% (with a minimum of 100 copies) more or less than the number of copies ordered. In the case of printed work requiring complicated or particularly difficult finishing work, Stockmans Calendars may supply and invoice 20% (with a minimum of 200 copies) more or less than the number of copies ordered. The reduction or increase in the number of copies shall be charged at the price of additional copies.
7.1. Delivery will be made to the address as indicated by the Buyer on the Website, unless stipulated otherwise.
7.2. The deadlines stipulated in writing at the time of placing the order shall only start from the working day following the handing-over of the necessary elements. The agreed delivery deadlines are extended at least to cover the period during which the Buyer has failed to deliver the necessary elements or to return the rectified proofs.
7.3. The Buyer will receive notification if delivery is delayed because Goods are (temporary) out of stock or for any other reason. The Buyer will also be notified if an order cannot entirely or only partially be executed.
7.4. All by Stockmans Calendars in the agreement mentioned (delivery) dates are formulated to her best ability, are approximate and non-binding. They are only an indication and therefore do not confer any rights to the Buyer. If a delay is likely, this will be notified as soon as possible.
7.5. The unloading of the Goods will be at the expense and risk of the Buyer.
7.6. Stockmans Calendars has the right to deliver the Goods in stages (partial delivery).
7.7. The Buyer acknowledges that Stockmans Calendars, for the delivery of the Goods, depends on the cooperation of the Buyer. The Buyer must, among other things, ensure that the place where the Goods are to be delivered are free and easily accessible and, if necessary, that the Goods can be stored at the Buyer’s risk.
7.8. If the Buyer rejects the Goods or fails to take action necessary for the delivery of the Goods, Stockmans Calendars has the right to terminate the contract with immediate effect, to dispose of the Goods in a way that seems fit and to recover from the Buyer any loss and / or cost incurred by such refusal or failure (including but not limited to storage costs, starting from the scheduled delivery date).
8.1. In the event that the Buyer wishes Stockmans Calendars to store production elements such as compositions, films, montages, cutting forms, drafts, drawings, diskettes, etc., he shall agree on this in writing with Stockmans Calendars before the execution of the order. Offset-printing masters are not stored.
8.2. All Goods (paper, films, information supports, etc.) which are entrusted to the Buyer and are on the premises of the Stockmans Calendars shall remain for the account of and at the risk of the Buyer, who expressly discharges Stockmans Calendars from any responsibility whatsoever, including in the event of damage or loss, whether partial or whole, for any reason whatsoever, except in the case of malicious damage, professional negligence on the part of Stockmans Calendars, his personnel or his subcontractors or if the aforementioned custody is one of the main services of the agreement. This also applies in the case of Goods which are intended for the Buyer. The storage costs are charged from the date notified to the Buyer. In the event of non-payment by the agreed date, any such Goods may be retained as guarantee and pledge for the amounts due.
9.1. All prices mentioned in the estimate or offer are, unless otherwise stipulated, excluded from VAT and all other taxes enacted by the authorities, and eventual costs within the context of this agreement including travel- residence-, sending- and administration costs.
Packaging and shipment are at the expense of the Buyer.
9.2. Prices are calculated on the daily prices of the day of preparing the offer, unless expressly otherwise stipulated. When placing an order the Buyer accepts that Stockmans Calendars is entitled to increase the agreed price if the price of materials, wages, social security etc. increased since the date of the agreement. Such increase will be communicated to the Buyer in writing and is binding to him.
9.3. Stockmans Calendars can correct, even after completion of the agreement, obvious (manipulation) errors in the price such as obvious inaccuracies.
10. Payment and collection costs
10.1. The following payment methods are accepted by Stockmans Calendars for orders placed through the Website:
- Bank Transfer
- Credit card (Visa & MasterCard)
- Debit card (Bancontact/MrCash)
10.2. Stockmans Calendars may offer other payment methods in the future. Other payment methods will be announced through the Website.
10.3. In order to ensure the safety of the Consumer’s online payment and personal data, all transactions are encrypted with SSL technology. The Consumer does not need specific software to pay with SSL. The Consumer can recognize the SSL connection through the lock in the bottom status bar of his browser.
10.5. In case a term of payment has been agreed upon, the Consumer is in default by the mere expiry of this period and without prior formal notice. A term of payment can only be agreed upon in writing under the then to be concluded applicable terms and conditions.
10.6. In case of non-payment on the due date, the invoice price will automatically and without formal notice be increased by an indemnity conventionally set at 15%, with a minimum of 50 euros, and with an interest of 1,25% a month since the expiry date. Each started month will be charged as a full month. The penalty remains payable even after late payment of only the capital sum of the invoice. With each reminder, an administration cost of 12,50 euros will be charged. The interest will be calculated from the time the Buyer is in default until the day on which the amount due is received. Moreover, in case of non-payment of an invoice on its due date, all debts fall due.
The Buyer has no right to set-off his debts with Stockmans Calendars.
10.7. In case of late payment, Stockmans Calendars is competent to dissolve the agreement with immediate effect or to suspend any (further) delivery until the Buyer complies with his commitments, including payment of the due interests and costs.
11. Reserve of property clause
11.1. Stockmans Calendars remains the legal owner of all Goods delivered within the context of the agreement until the Buyer fully complies with his obligations under the agreement.
11.2. The Buyer shall not sell or use as a currency the by Stockmans Calendars supplied Goods falling under the above reserve of property clause. Furthermore, the buyer is not entitled to pledge those Goods or to establish any other right to them.
11.3. The Buyer should at all times do everything that can reasonably be expected from him to secure the property rights of Stockmans Calendars.
11.4. The Buyer is obliged to immediately notify Stockmans Calendars If third parties seize the by Stockmans Calendars supplied Goods falling under the above reserve of property clause. The Buyer shall also immediately inform Stockmans Calendars if third parties want to establish or exercise rights on those Goods.
11.5. In case Stockmans Calendars wishes to exercise her property rights as indicated in this article, the Buyer gives a prior, irrevocable and unconditional consent to Stockmans Calendars and third parties designated by Stockmans Calendars to enter all areas where property of Stockmans Calendars is located and to recuperate those Goods.
12. Transfer of risk
12.1. All risks of whatever nature, which the by Stockmans Calendars sold Goods are exposed to after leaving the factory (including, but not limited to, risks associated with transport) shall be borne by the buyer.
12.2. If delivery of the Goods is not possible due to any cause which is attributable to the Buyer, the risk will pass to the Buyer on the scheduled date of delivery as it was notified to the Buyer.
13.1. Stockmans Calendars guarantees by no means the suitability of Goods manufactured by Stockmans Calendars for the use intended by the Buyer.
Stockmans Calendars neither guarantees the quality of manufactured Goods based on material delivered by the Buyer.
13.2. Any kind of guarantee will anyway lapse if a defect is caused by or results from improper or inappropriate use or use after the expiry date, improper storage or maintenance by the Buyer and / or by third parties or when, without written consent of Stockmans Calendars, the Buyer or third parties have made changes, have tried to make changes or attached objects of any nature to the Goods, or if the Goods were processed or modified otherwise than as prescribed. No guarantee is given to the Buyer if the defect is caused by or arising from circumstances that fall outside the sphere of influence of Stockmans Calendars, including but not limited to weather conditions (for example but not limited to, extreme temperatures or rainfall) etc.
13.3. All warranties and conditions of liability under general law at the expense of Stockmans Calendars, are excluded unless their applicability is mandatory by law.
14. Complaints procedure
14.1. The delivery, except concerning to defects that are not visible upon reasonable inspection, shall be deemed accepted unless defects are on a duly substantiated manner reported to Stockmans Calendars by registered letter within a period of seven (7) after delivery. In case of partial delivery, this rule applies for each separate delivery.
14.2. The Buyer cannot suspend his commitment of full payment by filing a complaint within the above term. Also in that case, the Buyer remains to be bound to collect the Goods and to full payment of all other ordered Goods.
14.3. If a defect is not reported to Stockmans Calendars within the above term, the Buyer loses all rights to replacement, repair or compensation.
14.4. If it appears that the Buyer’s complaint was unfounded, costs incurred by Stockmans Calendars, including research costs, will be entirely borne by the Buyer.
14.5. After the guarantee period, all costs for repair or replacement, including administration-, shipping- and transport costs, will be entirely borne by the Buyer.
15.1. To the extent permitted by applicable law, Stockmans Calendars will in no way be liable for:
- any damage or loss arising directly or indirectly from the damage to, or the loss of the Goods during their transportation;
- defects to the Goods caused by normal wear and tear, abnormal or improper storage or use or any act, negligence or fault of the Buyer or any third party;
- defects of any kind, to the Goods supplied by Stockmans Calendars that already have undergone some change or transformation;
- all other defects to the Goods unless those defects have been notified to Stockmans Calendars by registered letter within seven (7) calendar days after delivery or, if the defect is not visible upon reasonable inspection, within six (6) months after the delivery;
- damage of whatever nature, caused by false and/or incomplete data provided to Stockmans Calendars by the Buyer.
15.2. In case of liability of Stockmans Calendars, Stockmans Calendars is obliged either to take back, replace and repair non-conforming Goods, or to refund to the buyer the price of these non-conforming Goods (but not of the entire order). Stockmans Calendars may choose between those two options in a way as seems fit.
15.3. In any case, to the maximum extent permitted by applicable law, the total liability of Stockmans Calendars with regard to the Buyer is limited to the price of the Goods that caused the damage, as invoiced to the Buyer. This limitation of liability applies regardless of the applicable liability regime including, but not limited to, contractual liability, aquilian liability, strict liability, product liability, liability for hidden defects, and even in case of serious misconduct.
15.4. Stockmans Calendars will not be liable for indirect damages, including consequential damage, loss of profits, missed savings and damage due to business interruption.
16. Force majeure
16.1. In case of force majeure, Stockmans Calendars shall not be held by its obligations towards the Buyer. Stockmans Calendars may suspend her obligations for the duration of the state of force majeure.
16.2. Events of force majeure are all circumstances external to Stockmans Calendars’ will that render the respect of its obligations towards the other party completely or partly impossible. Such events include amongst others war, civil war, riots, strikes, lock-out (with the supplier but also with third parties), labour disputes, fire, water damage, disruption of energy supplies or telecommunication networks or communication systems and/or the temporary down-time of the Website, late delivery or absence of delivery by suppliers or other third parties and the loss or absence of any required licenses.
17. Intellectual property
17.1. Stockmans Calendars is not responsible for a breach of the reproduction rights of third parties when she has carried out the print- or reproduction-assignment in good faith. Only the Buyer can be held responsible. Every dispute regarding reproduction rights suspends the execution of the assignment.
17.2. The Buyer acknowledges and accepts that all intellectual property rights on published information, statements or other communication regarding the Goods and/or the Website are and remain property of Stockmans Calendars and its suppliers or third-party right holders.
17.3. Intellectual property rights include amongst others patents, copyrights, trademark, drawings and models and/or any other (intellectual property) rights, including technical and/or commercial know-how, methods and concepts, even if these are not subject to patent protection.
17.4. The Buyer shall not use and/or change any of the intellectual property rights as described in the present article, including reproduction without prior authorization by Stockmans Calendars, its suppliers or third-party right holders, other than for private use of the goods themselves.
18. Suspension, dissolution and cancellation of the agreement
18.1. Stockmans Calendars is entitled to dissolve by registered letter and with immediate effect the agreement, to stop the Goods in transit and to suspend any (further) delivery if:
- the Buyer is and stays in default to comply (in time) with one or more of his obligations under this agreement;
- due to circumstances brought to the attention of Stockmans Calendars after the conclusion of the contract, Stockmans Calendars has a justified fear that the Buyer will not meet his obligations;
- if the Buyer is declared bankrupt, asks for extension of time of payment, is dissolved or strives to conclude amicable or courts settings with his creditors;
- due to a delay caused by the Buyer, Stockmans Calendars can no longer be required to fulfill the agreement under the terms originally agreed upon.
This notwithstanding the rights of Stockmans Calendars to claim compensation.
18.2. If the agreement is dissolved, the debt clams by Stockmans Calendars fall due. If Stockmans Calendars suspends her obligation to comply with her commitments under the agreement, she will retain her rights under the law and the agreement.
18.3. If Stockmans Calendars suspends or dissolutes the agreement, she is in no way liable for damages and costs that are thereby incurred.
18.4. If the dissolution is attributable to the Buyer, Stockmans Calendars is entitled to ask for compensation for damages, including the costs thereby directly and indirectly incurred.
18.5. If the Buyer fails to meet its obligations under the agreement and does not justify his non-compliance, Stockmans Calendars has the right to dissolve the contract with immediate effect and without any obligation to pay for any indemnity or compensation, while on the other hand the Buyer, due to his misconduct, is obliged to compensate Stockmans Calendars.
18.6. If the agreement is terminated by Stockmans Calendars, Stockmans Calendars will, in consultation with the Buyer, arrange that duties to third parties will be met by transferring them, unless the dissolution is accountable to the Buyer. If the transfer of work implies that additional costs are incurred by Stockmans Calendars, these costs will be entirely borne by the Buyer. The Buyer is obliged to pay these costs within the term specified, unless otherwise stated by Stockmans Calendars.
18.7. In case of total or partial cancelation of a placed order by the Buyer, the ordered or prepared Goods will be fully charged to the Buyer. The invoice will be increased by eventually supply- and delivery costs and by the cost for the reserved working time to execute the agreement.
18.8. The Buyer may only discontinue the execution of an order of a periodic nature, i.e. an order involving
recurrent partial orders, by giving the advance notice of cancellation stipulated below. The notice of cancellation must be served by registered letter. In the event of failure to meet the deadlines, the Buyer shall compensate Stockmans Calendars for all damage incurred and loss of profits during the period of non-fulfillment. Term of notice: :
- 3 months for an order of a periodic nature with an annual turnover of 7.500 EUR ;
- 6 months for an order of a periodic nature with an annual turnover of 25.000 EUR ;
- 1 month for an order of a periodic nature with an annual turnover of 25.000 EUR or more.
19. Applicable law and competent courts
19.1. All offers and agreements are subject to Belgian law.
The application of the international sale of goods treaty (Vienna Convention) is explicitly excluded.
19.2. All disputes related to or resulting from offers from Stockmans Calendars, or agreements entered into, are subject to the jurisdiction of the courts of Mechelen, unless a mandatory statutory provision expressly declares another judge as competent.
20. Final provisions
20.1. No omission or negligence of either party to enforce or comply with the terms or conditions of this Agreement, shall constitute a waiver of such provisions or conditions.
20.2. If one or more provisions of the General Conditions are held invalid or declared as such by application of a law or a regulation, or following a final decision form a competent court, this shall not affect the validity of the other provisions.
The General Conditions constitute the whole contractual relations between the Parties. If there is any contradiction between documents, the General Conditions shall prevail.