Article 1: General
1.1 All agreements, offers or quotations that have been concluded between WIND NV, with head office at 8790 Waregem, Vandewoestijnelaan 11, registered in the Kruispuntbank van Ondernemingen (Register of Legal Entities) under the number 0405.458.911, and the buyers are subject to the following terms and conditions of sales and delivery, unless this is explicitly deviated from in writing.
1.2 Acceptance of these general terms and conditions also implies that the customer fully renounces the application of its own general terms and conditions (of purchase).
1.3 The fact that the buyer does not receive the general terms and conditions of sale in his or her native language does not relieve him or her of the application thereof.
Article 2: Order
2.1 All WIND NV’s offers are without engagement and are thus not binding upon it. Neither are orders placed by a customer binding upon WIND NV. An agreement between WIND NV and the customer is only entered into after an order conformation has been signed or by way of any other written agreement. Orders placed by phone must always be confirmed in writing.
2.2 If a binding agreement has been concluded, the customer will always be sent a confirmation of this by email.
2.3 To avoid unnecessary costs, accurate wording is recommended when ordering. The customer freely chooses the composition, purpose and use of the order and is therefore solely responsible for the consequences of the choice(s) made.
2.4 The order will be taken back if the fabric is more than 10 metres in length and uncut. The cost of taking back the order is always 15% of the order plus € 40.00 for administration costs and transport costs.
Article 3: Delivery
3.1 The goods are sold, delivered and considered as accepted in the warehouses where WIND NV stored these goods for the customer, unless explicitly stated otherwise in writing. The buyer is obliged to take possession of the goods delivered at the agreed time and date.
3.2 The agreed delivery times are merely provided as a guideline and shall never be binding upon WIND NV. A delay can never give reason to dissolve the agreement or to claim a fine or compensation for damage. All cases of force majeure, however, entitle WIND NV to cancel the order or to postpone delivery of it.
3.3 Sold and/or delivered goods will not be taken back or exchanged. If, by way of exception for very special cases WIND NV allows goods to be returned, the seller will automatically exclude those goods that are even minimally damaged. The goods that can be returned will only be returned if the seller agrees and according to the seller’s instructions.
Article 4: Quality
4.1 An unconditional conformity between the test samples and the materials supplied cannot be guaranteed. In view of the different colour shades of different types of paint, dyes or materials used, a slight deviation from the original sample is not excluded. To rule out an undesirable result, the customer should request a sample from WIND NV.
4.2 It cannot be prevented that environmental factors such as humidity or temperature have an influence on the delivered orders.
4.3 Textile items require protection against prolonged exposure to artificial or natural light. If this protection is not given sufficiently, the material that has been subject to excessive exposure may show visible differences compared to the original material.
Article 5: Complaints
5.1 The non-conformity or visible defects of ordered goods must be reported at the latest at the time of collection or delivery, on pain of forfeiture of rights. The use of the delivered goods by the customer implies the irrevocable acceptance of their condition.
5.2 Complaints regarding quality must be made within 15 days after delivery or collection by way of registered letter, on pain of forfeiture due to lateness. On the expiry of this term the goods shall be deemed to have been definitely accepted and to conform fully with the requested order.
5.3 Complaints about visible or hidden defects shall not suspend the customer’s payment obligation.
5.4 When accepting a complaint, WIND NV can never be bound to do more than replace the delivered goods, any consequential damage being excluded, even in the case of hidden defects. WIND NV will also never be obliged to pay costs related to clothing.
5.5 All complaints regarding the content of the invoices must be sent to WIND NV by registered letter within 15 days after the invoice date.
5.6 If the customer does not sign conditionally for receipt, WIND NV will not be responsible for damage to the products incurred during the transport of the products.
Article 6: Guarantee
6.1 The buyer only enjoys a guarantee for hidden defects under the following conditions: (i) timely and full payment of the price (ii) notification by registered letter within 15 days after the defect was discovered or ought reasonably to have been known about. The guarantee is limited to the free replacement of the good and only applies during the first six months after delivery. WIND NV is never liable for consequential damage, regardless of the nature thereof.
6.2 Visible defects are only eligible to be covered by the guarantee on condition that they are immediately reported by the buyer upon collection or delivery.
6.3 The fabrics delivered are intended for normal and careful use and should be used in this way. WIND NV is not liable for damage arising from improper use of the order by the buyer or third parties. Neither is WIND NV liable for damage caused by discolouration due to use, wear and tear or shrinkage.
6.4 The materials delivered have been treated with the greatest care and special techniques. Consequently, these materials must be cared for in a professional manner. Each order delivered must be cared for properly, instructions for this can be found on WIND NV’s website. The customer is always welcome to contact WIND NV with any questions about care. WIND NV is not liable for damage to the order arising from improper care by the customer. On accepting these conditions, the customer acknowledges having taken note of the specific care requirements and acknowledges that WIND NV cannot be held liable for damage to the products due to non-prescribed cleaning.
6.5 Except in the case of fraud, wilful misconduct or serious misconduct, WIND NV is not obliged to pay compensation for intangible, indirect or consequential damage, including loss of profit, loss of revenue, loss of income, production limitation, administration or personnel costs, an increase in general costs, loss of customers or claims from third parties.
Article 7: Payment
7.1 Invoices for goods ordered will be paid on the day on which the
order is dispatched.
7.2 All invoices are payable at 8790 Waregem, Vandewoestijnelaan 11, in cash on collection or delivery. Unless parties have explicitly agreed otherwise in writing, invoices from WIND NV are payable within thirty days after the invoice date. WIND NV’s customers have a commercial discount of 2% if the invoice is paid within 10 days after the invoice date.
7.3 All invoices that have not been paid on the due date, will by operation of law and without any notice of default or reminder being required, give rise to interest for late payment being charged, as stipulated in the law of 2 August 2002 on combating late payment. This is payable for each month commenced. Additionally, in the event of late payment of the invoice the customer shall, by law and without prior notice of default being required, owe a lump sum compensation amounting to 10% of the unpaid invoice amount with a minimum of EUR 50, without prejudice to WIND NV's right to higher compensation, claimable on proof of a higher actual damage. The cost of collection, reminder and proceedings are also payable by the buyer.
7.4 Bills of exchange, acceptance of a scheme, discharges or any other allowances do not constitute a debt rollover and do not affect these conditions.
7.5 All taxes, duties and/or levies, of any nature whatsoever, that relate to the delivered goods or their transport, including new taxes, duties and levies introduced after the conclusion of the agreement, are all at the expense of the customer.
Article 8: Retention of title
8.1 The goods delivered by the seller, whether they are processed or unprocessed, shall remain inalienable, until they have been fully paid by the buyer. This includes everything that the buyer owes to the seller, including payment of the agreed price, costs, interest and any damages. The goods may not be sold or given to third parties as security, nor given as collateral, as long as full payment has not been made to the seller by the buyer of all that the buyer owes to the seller. This retention of title applies with regard to all goods originating from the seller, therefore also with regard to earlier deliveries and up to the moment that all deliveries have been paid for.
8.2 All risks after delivery are for the buyer. For example, theft, humidification, damage, etc. are entirely at the expense of the buyer, even if the material supplied has not yet been paid for.
Article 9: Termination
9.1 If the buyer fails to perform its obligations (including payment and/or collection of the goods), the sale can be dissolved by operation of law, without prejudice to WIND NV's rights to any compensation and interest. A statement to this end sent by registered letter by the seller is sufficient for this.
9.2 In the event of cancellation or termination of the agreement by the buyer, the seller has the choice to pursue the implementation of the agreement, or to claim payment of compensation for costs and lost profit, hereby determined between the parties at a flat rate of 30% of the value of the order refused. If the seller cancels the agreement, the buyer is entitled to compensation for damage under common law.
9.3 It is not possible to terminate the agreement if the materials for the requested order have already been cut or processed. The buyer is therefore obliged to implement the agreement concluded.
Article 10: Intellectual property rights
10.1 All copyrights resulting from artistic work, regardless of the form, belong exclusively to WIND NV.
10.2 The customer, alone or with the help of third parties, is not permitted to reproduce, distribute or exploit the created works in any way whatsoever unless with the express written permission of WIND NV. The customer is only permitted to use the created works itself, in the usual way and for the intended use.
Article 11: Disputes
11.1 The courts of West Flanders, Kortrijk department are exclusively competent to hear all disputes, unless WIND NV prefers to have a dispute heard at the court of the place of residence/head office of the invoiced party or at the place the contract is performed.
11.2 Quotations, offers and agreements are governed by Belgian law.
11.3 If an article of these conditions is declared invalid, this does not mean that all the terms and conditions of sale will become invalid, but only the article that has been declared invalid.