Terms & Conditions

1. General

  1. These Terms & Conditions shall only be used between Comsoft Direct NV (hereinafter referred to as ‘Comsoft') and a professional buyer (hereinafter referred to as ‘buyer'), both of these being parties that cannot be regarded as a ‘consumer' within the definition in Section 1 of the Act of 14 July 1991 relating to Trading Practices, Information and the Protection of Consumers.
  2. Comsoft is bound solely by these Terms & Conditions, to the express exclusion of the buyer's own contractual conditions.
  3. Any deviation from these Terms & Conditions must be confirmed by Comsoft expressly in writing, and shall apply on one occasion only.

 

2. Quotations and estimates

  1. All quotations and estimates issued by Comsoft are non-binding unless expressly stated otherwise.
  2. Offers made by Comsoft in catalogues, brochures, price lists, webshops and so on are deemed not to be contractual offers issued by Comsoft, but serve only as an invitation to the buyer to place an order. Comsoft is not obliged to accept any such order. Comsoft accordingly reserves the right to reject orders without providing reasons.

 

3. Prices

  1. The agreed prices exclude VAT and include normal packaging costs.
  2. In the event of an increase in one or more of the cost price factors that is not reasonably foreseeable, Comsoft will be entitled to increase the price commensurately.
  3. All prices stated in catalogues and the webshop are subject to amendment.
  4. Website prices exclude copyright fee collections (Reprobel, Auvibel), take-back charges and battery fees.

 

4. Completion of the agreement

  1. Comsoft shall only be bound by its express written acceptance of a valid offer made by the buyer. If there has been no prior written acceptance or confirmation of an order, the agreement will be effected when Comsoft fully or partly fulfils a supply request from the buyer, or when it sends an invoice to the buyer.
  2. Only a professional buyer, excluding any party that can be regarded as a ‘consumer' within the meaning of Section 1 of the Act of 14 July 1991, can issue a valid offer to enter into a contract. Any other offer will be regarded as non-existent and can never result in effecting an agreement.
  3. Every offer made by the buyer will bind the buyer irrevocably. In the event of the buyer cancelling his order for any reason, express agreement for this is required from Comsoft. Where appropriate, Comsoft will be entitled to compensation of 20% of the price stated in the order.
  4. Without prejudice to the provisions in Article 4.3, Comsoft reserves all rights to demand full compliance with the agreement and/or full compensation.
  5. In cases where the buyer has placed an order with Comsoft for the first time and is not in possession of a customer number, then the agreement will be effected on the suspensive condition that the buyer provide a copy of the buyer's articles of association published in the Belgian State Gazette.

 

5. Supply and implementation

  1. Supplies are made to the buyer's premises, in return for payment of transportation costs.
  2. Any deadline stated for delivery and fulfilment is for information purposes only. Late delivery or fulfilment can never warrant a request for compensation on the part of the buyer. The buyer may, however, cancel the contract in the event of non-delivery within 30 days of receipt by Comsoft of a default notice sent by registered post based on the failure to meet the presupposed deadline.
  3. If the agreement relates to a number of different items, these may be supplied in batches or collectively. In the event of partial supply, the buyer is obliged to pay the invoice relating to that partial supply.
  4. If after the delivery date has passed the goods have not been accepted by the buyer, they will be held to the buyer's order and at his risk and expense. If, despite having received a default notice from Comsoft in this context, the buyer has failed to collect the goods at his own expense within three months, Comsoft will then be entitled to sell the goods to a third party and hold the original buyer liable for any associated loss and costs.

 

6. Payment — retention of ownership

  1. All invoices are payable within 30 days of the date of the invoice. Payment must be made to Comsoft's company office in Hamont-Achel (Belgium), into its bank account as stated on the invoice.
  2. The buyer is not entitled to lay claim to any deduction, reduction or offset of debts.
  3. Goods that have been delivered remain the exclusive property of Comsoft until paid for.
  4. Any invoice outstanding on the due date is subject to an increase of 1% conventional interest per month on the due amount with effect from the due date, by operation of law and without any requirement for notice of default. Every late payment will also, by operation of law and without any requirement for notice of default, provide grounds for payment of a fixed sum of 10% of the outstanding invoice amount as contractual compensation.

 

7. Complaints

  1. Any complaint relating to an invoice must be intimated to Comsoft by the buyer within 8 days of the invoice date, by registered post. Complaints made at a later stage will not be accepted.
  2. Complaints relating to patent defects that were not commented on by the buyer at the point of delivery will not be accepted.
  3. Every complaint relating to latent defects must be brought to Comsoft's notice by the buyer immediately after they are discovered, in writing and within the time limit after delivery stated in Article 8.1. No subsequent complaints will be accepted.
  4. No complaint entitles the buyer to back out of his payment obligations.
  5. Complaints regarding goods belonging to a partial consignment have no impact on prior and subsequent consignments forming part of the same order.

 

8. Guarantee

  1. Comsoft guarantees to the buyer that the goods and supplies will be fit for purpose during the manufacturer's warranty period, subject to a maximum of six months after delivery thereof. In the event of a defective delivery, Comsoft will, as it sees fit, proceed to either redeliver or a repair the defective items, or with a credit of the corresponding invoice in favour of the buyer. Comsoft's warranty obligation is strictly limited to the foregoing. The buyer is responsible for proving the defective nature of items delivered by Comsoft.
  2. The buyer's claims in terms of this Article have no impact on his obligations to make payment to Comsoft.

 

9. Exclusion

  1. Comsoft is never liable for losses caused by the goods supplied or for losses caused to property and persons, including losses resulting from suspension of commercial operations, disruptions due to delay or other commercial losses of whatever nature or for whatever reason, nor for any losses caused by material errors in the prices stated in catalogues, brochures, price lists or the webshop.
  2. All liability on the part of Comsoft, for whatever reason, shall always be limited to a maximum of the purchase price for the goods supplied.
  3. The buyer indemnifies Comsoft in respect of any liability to third parties resulting from a defect in the items supplied.

 

10. Explicit resolutive clause

  1. Without prejudice to its right to compensation, Comsoft is entitled, at its discretion, either to suspend implementation of the agreement or to dissolve the agreement by operation of law by means of simply sending a registered letter to that effect by post, in the following events: non-payment on any due date or non-compliance with any other contractual obligation; the buyer requesting a moratorium on payments from any one or more of his creditors; an attachment being imposed on the whole of any part of the buyer's property; the buyer being declared bankrupt, dying or becoming a ward of court; the buyer proceeding with a cessation or transfer of his business or a significant part thereof, including his company being subsumed into a newly incorporated or already existing company; or the buyer proceeding to amend the objects of his company.
  2. In the event of dissolution in the foregoing cases, the purchase undertakes to return goods supplied by Comsoft, and for which the buyer has not yet paid, back to Comsoft within 24 hours. In the event of goods not being returned within this time limit, Comsoft will be entitled to recover the goods from anywhere they are situated, without any judicial formalities or intervention.

 

11. Force majeure

  1. All supply and other obligations incumbent on Comsoft will be suspended in the event of force majeure. In such an event, it will only be obliged to resume compliance with its obligations as soon as this is reasonably possible.
  2. Force majeure is equivalent to unforeseen circumstances in relation to persons and/or materials used or contemplated for use by Comsoft for implementation of the agreement, of such a nature that they make fulfilment of the agreement impossible or so burdensome and/or disproportionately expensive that Comsoft can no longer reasonably be required to fulfil the agreement on time. Force majeure includes but is not limited to strikes, factory pickets, staff illness, commercial disruptions, lack of materials, semi-finished products, equipment, resources and/or power, delay or postponement in supplies from suppliers, transportation disruptions, import and export restrictions.

 

12. Applicable law — Jurisdiction

  1. These Terms & Conditions are subject to Belgian law.
  2. The courts for the judicial district of Hasselt have exclusive jurisdiction to take cognisance of all disputes between the parties. Comsoft may, nevertheless, also raise court proceedings before the courts within whose jurisdiction the buyer is situated.