SCHUMACHER EUROPE SPRL
GENERAL CONDITIONS OF SALE
1. Application and interpretation
These general conditions of sale exclusively govern all contractual relationships between SCHUMACHER EUROPE SRL, with registered office at Rue de la Baronnerie, 3 à B-4920-Aywaille Harzé, Belgium, BCE number BE 0442.047.806, hereinafter “SCHUMACHER EUROPE” and the customer. The general or special conditions of the customer are unenforceable against SCHUMACHER EUROPE. Unless the client can prove otherwise, the conclusion of any contract between the parties, regardless of its form, the payment of any pro forma or official invoice or payment of any deposit implies the full acceptance of these general conditions by the customer.
Only the special conditions indicated in the contract or agreed in writing between the parties may depart from them. Depending on the context and unless otherwise specified, (i) the term “customer” in these conditions shall also be interpreted as any purchaser, prospect, point of sale, distributor, partner or contractor; (ii) the term “product” as any item or accessory designed, manufactured and / or marketed by SCHUMACHER EUROPE.
2. Offer, order and confirmation
All quotations and offers issued by SCHUMACHER EUROPE shall be valid during 1 month from their issue date.
Any order or request made by the customer, in writing or orally, must be confirmed by SCHUMACHER EUROPE and will be considered effective for the latter from the time specified by this confirmation or agreed between the parties.
3. Price and methods of payment
The prices stated on the invoices of SCHUMACHER EUROPE must be paid in the currency disclosed in the invoice, in euros or US dollars, by bank transfer to the account on the invoice, unless otherwise agreed by the parties. Unless otherwise provided, prices are EXW but include packing.
For any contract, SCHUMACHER EUROPE reserves the right to ask for a deposit payable upon the order. Unless otherwise agreed, all the invoices of SCHUMACHER EUROPE shall be paid in cash.
SCHUMACHER EUROPE has the right to pass on to the prices the price modifications of its suppliers when they take place between the order and the delivery, as well as the modification of the VAT rate or new taxes which would take place before the delivery date.
Any complaint regarding invoices (even pro forma) should be sent by registered mail, within 15 calendar days of the date of issue of the relevant invoice. After this period, no claim will be received and the invoice will be considered accepted.
The total or partial non-payment of any invoice on its due date shall automatically and without prior formal notice entail default interest at the rate of 8% per annum. This interest rate of 8% per annum shall be replaced by the interest rate provided for in Article 5 of the Law of 2 August 2002 on the fight against late payment in commercial transactions, should this rate be higher. SCHUMACHER EUROPE shall also be entitled to claim from the Customer a lump-sum indemnity of 10% of the unpaid balance with a minimum of 250€, as well as an indemnity for collection costs in accordance with article 6 of the law of 2 August 2002 in the event that default interest is due in accordance with the provisions of this law.
In the event of one instance of non-payment, SCHUMACHER EUROPE reserves the right to suspend its own obligations, while retaining part payments paid by the customer to SCHUMACHER EUROPE.
4. Delivery times
Delivery times are indicative. A delay in relation to the indicative delivery time may not result in the cancellation of the contract nor engage the responsibility of SCHUMACHER EUROPE in any way whatsoever, except in the case of fraud, serious fault or, except in the case of force majeure, in the event of SCHUMACHER EUROPE’s failure to fulfil one of its essential obligations under the contract. Each amendment asked by the customer subsequently deviating from the original agreement may generate an additional charge and cause a delay in turnaround time.
5. Transport methods
Unless otherwise specified, all products are delivered Ex Works / EXW or FOB China (ICC INCOTERMS 2020) and at the risk of the customer.
The customer is responsible for obtaining all licences, permits and documents required for importing products into its country. SCHUMACHER EUROPE cannot be held responsible for delays caused by the failure to obtain them.
6. Warning
All dimensions are external dimensions in centimetres. Weights are given in kilos. All this information is purely illustrative and under no circumstances can result in the termination of the contract, a request from the customer for a refund or for damages and interest.
7. Non-compliant products - Warranty
The products are manufactured in compliance with the norms and standards in force in Belgium and the European Union and as specified under the contract.
The customer must inspect the delivered products immediately upon delivery to check their conformity with the products provided for in the contract and the presence of any apparent defect. The customer must report the existence of any defect to SCHUMACHER EUROPE within eight working days following the delivery of the products by registered letter, and must join to this registered letter all the justifications aimed at establishing the reality of this defect. If the customer has not notified the defect to SCHUMACHER EUROPE as required by this clause, the Customer is presumed to cover this defect. In addition, the customer must allow SCHUMACHER EUROPE to note this defect and, where applicable, to remedy it.
Unless otherwise stipulated, all the products are guaranteed for 2 years from the date of the delivery of the products at SCHUMACHER EUROPE against non-apparent defects in material or workmanship. Fuses and batteries are however not covered by the warranty, except otherwise provided in writing. In case the products are aimed to be sold by the customer to consumers as defined in Article I.1, 2° of the Economic law Code, the products are guaranteed for 2 years from the date of the purchase by the final customer, proof of in-store purchase. In this case, the customer undertakes to constitute the point of contact of the final consumer to ensure the treatment of the after-sales service in accordance with the instructions of SCHUMACHER EUROPE and in particular product returns, and to inform SCHUMACHER EUROPE, by sharing the after sales report of the rate of returns and the causes of these returns.
Claims related to the warranty must always be made by registered letter, indicating the correct serial number of the products concerned, within eight days of the discovery of problems or defects. No product may be returned without the consent of SCHUMACHER EUROPE.
SCHUMACHER EUROPE shall examine the warranty claim and shall decide whether or not the product can be returned. If the product can be returned, SCHUMACHER EUROPE shall at its discretion, either refund, repair or replace in whole or in part the non-compliant or defective products. The replaced or repaired products shall be sent to the customer along with its next order, unless otherwise agreed by the parties. Transportation costs shall be borne by the customer. The replaced or repaired products shall remain under warranty for the remaining time of such warranty, without any extension of this warranty period. Products that have been replaced under warranty shall remain the property of SCHUMACHER EUROPE and must be returned upon request. In addition to the foregoing, the customer undertakes to refrain from reselling any returned Product, other than the restocking of returned product for sale to and only to end users, so long as the returned Product is in new condition and is sold as new product.
All problems and defects resulting from storage, assembly, handling or use of products under abnormal conditions or conditions that do not conform to the instructions and good practice, or damage and accidents caused by negligence, handling, supervision or maintenance errors, or inappropriate use or inadequate recharging are excluded from the warranty.
In addition, the warranty shall cease if the customer itself performs, or has required a person not authorized by SCHUMACHER EUROPE to perform, repairs or modifications on the sold products.
The customer acknowledges that he has been advised of his obligations regarding the use and maintenance of normal everyday products, including recharging, in order to be entitled to the warranty provided by SCHUMACHER EUROPE.
8. Retention of title - Transfer of risk
The products sold remain the property of SCHUMACHER EUROPE until full payment of the price, interests, and any amount generally whatsoever owed by the customer to SCHUMACHER EUROPE. As long as the products remain the property of SCHUMACHER EUROPE under this article, the customer may not dispose of them in any manner whatsoever, nor convert them, re-sell them, use them or transfer them to a third party. In addition, the customer remains responsible for the upkeep of the products delivered. It also undertakes to insure the products at its own cost against any risk and to store them so they cannot be confused with other goods and they can at any time be recognized as the property of SCHUMACHER EUROPE.
Notwithstanding this retention of title clause, all risks related to the products delivered are transferred to the customer upon the availability of products at SCHUMACHER EUROPE ’s.
9. Force majeure
In the event of force majeure or fortuitous event, i.e. the occurrence of an event beyond SCHUMACHER EUROPE’s control making it impossible for SCHUMACHER EUROPE to carry out its obligations in whole or in part, SCHUMACHER EUROPE will be released, without compensation or indemnity of any kind whatsoever, from its obligations. For the application of the present clause, the following are notably considered to be cases of force majeure or fortuitous events and constitute grounds for the suspension or extinction of SCHUMACHER EUROPE’s obligations: fires, epidemics, pandemics, computer bugs, natural disasters and exceptional climatic events, labour disputes at its subcontractors and customers, exceptional difficulties and impossibility to use means and channels of transport, orders from Belgian, European or foreign public authorities, changes in Belgian, European or foreign regulations, accidents affecting the production and storage of products, total or partial stoppage of supply, failure of the carrier, machine breakdown, war, the actions of third parties or any unforeseeable external event of such a nature as to delay or prevent the execution of SCHUMACHER EUROPE’s obligations, … If the situation lasts longer than 6 months, either party may terminate the contract without notice or compensation, by sending a registered letter to the other party.
Furthermore, if due to circumstances beyond its control, SCHUMACHER EUROPE finds the performance of its obligations more difficult or simply more expensive, SCHUMACHER EUROPE and the customer undertake to negotiate in good faith and loyally an adaptation of the contract with a view to restoring the contractual balance within 30 calendar days following notification of these circumstances by SCHUMACHER EUROPE to the customer. In the absence of agreement within the aforementioned period, each of the parties shall have the right to unilaterally terminate the contract without compensation of any kind whatsoever.
10. Intellectual property
The customer acknowledge that the drawings, illustrations, images or symbols communicated by SCHUMACHER EUROPE, in any form whatsoever (including, but not limited to the website, documents, products, accessories or packaging) are and remain the property of SCHUMACHER EUROPE and/or its partners or licensors.
The distinctive signs, trademarks, commercial names and logos, registered or not, present on the website or any other medium used by SCHUMACHER EUROPE are the exclusive property of SCHUMACHER EUROPE and/or its partners or licensors.
The customer agrees not to reproduce or represent these elements, in whole or in part, in particular for commercial purposes, on any medium whatsoever, without prior written consent of SCHUMACHER EUROPE; not to record or assert trademarks, logos or models belonging to SCHUMACHER EUROPE and/or its partners or licensors or generally assert a right to intellectual property for any of these elements ; and not to discount products it has acquired, in any manner whatsoever.
Failure to comply with this prohibition constitutes an infringement which may result in the civil and criminal liability of the counterfeiter without prejudice to the claim for additional sums intended to repair the entire loss suffered.
No element of the contract between SCHUMACHER EUROPE and the customer can be interpreted as an assignment of intellectual property rights to the customer.
11. Reference to the customer
Unless otherwise agreed in writing, SCHUMACHER EUROPE is authorized to refer to the customer’s name on any medium whatsoever (brochure, website, booth, poster etc.), as well as general public information on products sold by SCHUMACHER EUROPE to the customer.
12. Limitation of the contractual liability of SCHUMACHER EUROPE
Except in the case of fraud, gross negligence or, except in the case of force majeure, in the event of non-performance of an essential obligation of the contract, SCHUMACHER EUROPE’s liability shall not be engaged. Furthermore, SCHUMACHER EUROPE may not be held liable for the following reasons: loss of opportunity, loss of income or contracts, loss of data and loss of time. Finally, Customers are professional having expertise with regard to the products sold by SCHUMACHER EUROPE, so the Customer bears full responsibility for the choice of product and its proper use, in accordance with the rules of art and regulations in force.
The parties expressly acknowledge that SCHUMACHER EUROPE’s obligations are obligations of means.
In the event that contractual liability arises, SCHUMACHER EUROPE will only be held liable for direct damage up to the amount of damage not exceeding 10% of the price of the contract.
13. Termination of the contract
SCHUMACHER EUROPE may terminate the contract or suspend its own obligations at any time and without compensation if the customer remains in default in the performance of one or more of its obligations and fails to remedy such default within 15 days following the sending of a notice by SCHUMACHER EUROPE.
SCHUMACHER EUROPE may also terminate the contract without prior notice and without compensation in case of incapacity, bankruptcy, insolvency, cessation of payments, application to defer payments, amicable or judicial, or any other event revealing financial difficulties on the part of the customer.
In case of termination of the contract by SCHUMACHER EUROPE, all payment made or due by the client are permanently acquired by SCHUMACHER EUROPE, without prejudice to any damages if the amount of actual damage sustained by SCHUMACHER EUROPE proves to be greater.
14. Data Protection
The personal data of the customer and, where applicable, of its personal representatives are registered in SCHUMACHER EUROPE’s computer and paper files. The person in charge of the processing and the delegate for the management of personal data can be contacted at the following email address: privacy@schumachereurope.com
The purpose of the processing of these data by the SCHUMACHER EUROPE is to enable the execution of the contractual relations between SCHUMACHER EUROPE and the customer. The recipients of these data are exclusively SCHUMACHER EUROPE’s staff members as well as its possible subcontractors. The data collected shall be kept for a period of 6 months starting at the end of the calendar year in which the last contract with the customer has ended, plus any applicable limitation periods.
Any person whose data are processed by SCHUMACHER EUROPE has the right to consult these data, which will be sent to him/her in a clear, concise and comprehensible format and, in the event of inaccuracy, has the right to rectify and/or complete them. Each person whose data are processed also has the right to request the restriction of the processing of his/her data in the cases provided for in Article 18 of EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation).
Finally, the person has the right to request the erasure of his or her data where the processing of such data is no longer necessary for the performance of the contractual relations with SCHUMACHER EUROPE.
In order to exercise the above rights, the person shall send a written request free of charge by e-mail to the following e-mail address: privacy@schumachereurope.com. This request must be accompanied by a photocopy of both sides of his or her identity card in accordance with Article 12 of the above-mentioned Regulation.
The person whose data are processed has the right to lodge a complaint regarding the exercise of his/her rights before the Data Protection Authority whose contact details are :
Data Protection Authority
Rue de la Presse, 35, 1000 Brussels
+32 (0)2 274 48 00
+32 (0)2 274 48 35
contact@apd-gba.be
15. Applicable law and jurisdiction
The general terms and conditions, as well as any contract to which they apply, are governed exclusively by Belgian law. Any dispute relating to the negotiation, formation, execution or dissolution of contractual relations between SCHUMACHER EUROPE and the customer shall, in the absence of an amicable settlement, fall within the exclusive competence of the courts of LIEGE, LIEGE Division (Belgium).
