1. These general conditions of sale apply to all offers, orders, purchase and sale agreements and deliveries from, to, with and by Sports and Leisure Group NV . The general conditions of the buyer are thus expressly excluded. The application of these general conditions of sale is accepted by the buyer by the simple fact of entering into a purchase agreement and/or of placing an order. By so doing, the buyer confirms it has knowledge of these conditions, and declares that it understands them and accepts them as an integral part of the Agreement. Unless otherwise agreed in writing, Sports and Leisure Group NV shall not be bound by any inconsistent terms or conditions or any variations to these conditions.
Sports and Leisure Group NV is at all times entitled to amend unilaterally these general conditions of sale.
2. Offers, specifications and quotations from Sports and Leisure Group NV ’s representatives and/or agents, as well as orders received by them, only bind Sports and Leisure Group NV if accepted by Sports and Leisure Group NV ’s standard confirmation of order forms.
3. The performance of a sale of goods made on credit is subject to the receipt by Sports and Leisure Group NV of references or other security satisfactory to Sports and Leisure Group NV . In the absence hereof, Sports and Leisure Group NV reserves the right to suspend its performance of the Agreement until such time as Sports and Leisure Group NV has received such satisfactory security.
If the solvency of the buyer is called into question, for example, in the event of non-payment or late payment of invoices, Sports and Leisure Group NV is also entitled to impose an advance payment for deliveries that remain to be made, or to require guarantees. If these are not forthcoming, Sports and Leisure Group NV is entitled to repudiate the Agreement legally and without formal notice.
4. If an order accepted by Sports and Leisure Group NV is cancelled by the buyer, the buyer becomes liable to Sports and Leisure Group NV for compensation equal to the damages Sports and Leisure Group NV suffers; including loss of profits, with a minimum of 25% of the value of the order, without prejudice to Sports and Leisure Group NV ’s other rights.
5. If, due to events beyond Sports and Leisure Group NV ’s reasonable control, including but not limited to war, revolution, strike, blockades, lack of raw materials, fire, floods, boycotts, extreme/exceptional weather conditions, changes in the buyer’s legal status, bankruptcy, theft, delays or errors in delivery on the part of suppliers, import or export restrictions or any other measures by any authority, Sports and Leisure Group NV cannot perform its obligations, or if it can perform its obligations but only with a significant delay and/or significant additional costs, Sports and Leisure Group NV ’s obligations shall be suspended. If the situation giving rise to such suspension persists for more than 90 days, Sports and Leisure Group NV shall be relieved from performance of such obligations without the buyer being entitled to any compensation or to termination of the Agreement.
6. Any periods stated for delivery are approximate only and do not bind Sports and Leisure Group NV . Delay in delivery, even if caused directly by Sports and Leisure Group NV , shall not entitle the buyer, to the detriment of Sports and Leisure Group NV , to any compensation for any costs, loss in time, loss in benefits, etc. and/or other damages, nor to terminate the Agreement. Sports and Leisure Group NV reserves the right to deliver goods in parts if Sports and Leisure Group NV deems this to be necessary.
7. Under no circumstances can Sports and Leisure Group NV be held responsible for shading, static electricity or any change in appearance and/or in quality and/or characteristics of the product due to improper use, handling, storage (also long-term storage) , fitting or maintenance.
8. Unless otherwise expressly agreed in writing, the buyer shall pay transport and transport costs. Unless otherwise expressly agreed in writing, the goods are always shipped at the buyer’s risk, even where Sports and Leisure Group NV is responsible for shipment.
9. The buyer shall inspect the goods immediately upon receipt. Any complaints with regards to visual damage must be made in writing on the transport document (CMR) and communicated in writing within 24 hours to Sports and Leisure Group NV. All complaints must include the relevant batch number, the quantity and name of the goods concerned and a detailed description of the claim inclusive of pictures. Without receiving the complaint in due time, Sports and Leisure Group NV is unable to handle the complaint.
All other complaints concerning deliveries must be made in writing to the seller within 8 days of receipt of the goods. All complaints must include the relevant invoice number, the quantity and name of the goods concerned and a detailed description of the claim.
Goods with apparent defects must not be cut or installed under any circumstances. Any complaints concerning such cut and/or installed goods shall be inadmissible.
In the event of a dispute concerning the complaint, the parties must try to reach an amicable settlement of the dispute. If the parties fail to reach an amicable settlement, the parties shall appoint by common agreement an independent expert to investigate the claim and draft a report on the settlement including the allocation of liabilities and the costs of the investigation. If the parties are unable to agree on an independent expert, each shall appoint an expert and the two experts shall appoint an independent expert to investigate the claim. The report of the independent expert shall bind both parties.
If Sports and Leisure Group NV responds to late or otherwise invalid complaints, it is always without prejudice to any of its rights and Sports and Leisure Group NV does not waive its right to invoke the lateness or invalidity of the complaint.
10. The liability of Sports and Leisure Group NV is always limited, at Sports and Leisure Group NV ’s own option and choice, to the repayment of the purchase price of the faulty goods and/or replacement and/or repair of the faulty goods. Sports and Leisure Group NV shall not be held liable for any other damage, costs and/or losses, including consequential losses (such as, but not limited to the loss of customers and/or contracts) and loss of profits and losses arising from any representation and/or implied warranty and/or condition and/or negligence of Sports and Leisure Group NV in connection with the sale of the goods. If the buyer does not accept the choices and/or options of Sports and Leisure Group NV , the buyer shall be deemed to have waived its claim against Sports and Leisure Group NV .
11. Any complaint concerning invoices must be made in writing within 8 working days of their receipt. All prices exclude VAT, and any other taxes and government charges are at the buyer’s expense. Unless otherwise agreed in writing, payment must be made in cash to Sports and Leisure Group NV at its registered office. Any amounts which are not paid on the due date shall automatically and without further notice accrue interest at a rate of 12%, from the due date to the date of actual payment inclusive.
12. If the buyer fails to pay an invoice, in whole or in part, by the due date, a contractual penalty of 12% - with a minimum of 50 euros shall forthwith be added to the unpaid amount of the invoice following a formal written notice of default served on the buyer. The buyer shall be liable for all recovery costs and other charges incurred by Sports and Leisure Group NV in recovering payments due in this regard. Moreover, if there are any other debts the buyer owes Sports and Leisure Group NV these shall immediately become due and payable and any orders not yet executed shall be suspended.
In the event of a sale of goods on credit, the buyer shall lose the benefit of credit if it fails to observe a payment date, and the full outstanding invoice amount plus interest and the contractual penalty shall become payable.
13. The goods shall remain the property of Sports and Leisure Group NV until the purchase price thereof has been paid in full, including interest and all other charges in respect of such goods. Until the ownership of the property is transferred, the buyer shall hold the goods as Sports and Leisure Group NV’s fiduciary agent or bailee and shall keep the goods separate from its own goods and identified as Sports and Leisure Group NV’s property, but shall be entitled to re-sell the goods in the ordinary course of business. Until the ownership of the property in the goods is transferred (provided they have not been resold or have ceased to exist), Sports and Leisure Group NV shall be entitled at any time to require the buyer to return the goods and in default thereof to enter the premises of the buyer or any third party where the goods are stored to repossess them. Notwithstanding this express reservation of title, all risks of loss or damage to the goods, costs of storage of the goods, damages caused by storage and/or location of the goods, and all other responsibilities and/or risks related to the goods, shall be the buyer’s full responsibility as from the conclusion of the Agreement.
14. The Agreement between parties is exclusively governed by Belgian Law, to the exclusion of the Vienna Sales Convention (the United Nations Convention on Contracts for the International Sale of Goods). Unless the parties have mutually agreed to any other way of settlement of their dispute(s), the competent Courts of Justice of Ghent (Gent), Belgium, shall have exclusive jurisdiction.
15. In the event that an artificial grass mat or construction is subject to an inspection/certification, the artificial grass mat or construction may not be played upon nor may the artificial grass mat or construction be used in any other manner during the period before the written notification of the results of the tests carried out by a recognised inspection body showing that the artificial grass mat or construction satisfies all the standards. Any violation of this provision results in the automatic expiry of the guarantee provided by Sports and Leisure Group NV . Departures from the above must always be agreed upon in writing.
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