These general terms and conditions of sale are applicable to all orders placed with Starsmade Consulting SA, hereinafter referred to as « The Vendor ». Along with any order stipulations and any specific terms, they form the sales agreement. By signing the order form, the counterparty expressly recognises that he is aware of and accepts the present general terms and conditions.
Unless otherwise agreed expressly and in writing by the Vendor, the general purchase terms and conditions in any written communications emanting from his clients are not enforceable against the Vendor. The sale is always deemed to be subject to the Vendor’s terms and conditions, the acceptance of an order will not bind the Vendor to the purchasing terms and conditions of the other party.
Unless otherwise stipulated in writing by the Vendor in the offer, the Vendor reserves the right to modify the offer up until the order form has been signed, in particular in the event of a price increase in raw materials, transport costs… Commitments made by the Vendor’s agents and representatives will only become binding to the Vendor after his written confirmation. The said commitments are therefore systematically, unless agreed otherwise in writing, subject to a condition precedent.
The agreed price is established at the time of signing the order form, and will depend on various elements, including the cost of raw materials, the EUR/USD and EUR/GBP exchange rate, transport costs etc…. It may be modified at any time, so long as the order form has not been signed by both parties, if the fluctuation of the EUR/GBP, EUR/USD parity and/or the price of cotton/ transport exceeds 3%.
All specifications submitted by the buyer are used for documentation purposes only and may not be asserted against the Vendor. It is agreed that production will not be started before the signature of the order form, the written approval by both parties of the Ready for press document (graphics, colour, lettering, …) and the payment of a deposit of 50% of the total amount of the invoice. Changes made by the client to the order form or to the Vendor’s offer will only be valid on the condition that the Vendor accepts the changes and confirms them in writing. Cancellation on the part of the client of an order not yet in production will entail by rights the payment in favour of the Vendor of a fixed and irrevocable indemnity of 25% of the total amount of the order, this indemnity is intended to cover the administrative expenses incurred by the Vendor in setting up offers, correspondance, stock management, as well as the loss of profits. If the order is cancelled after the Vendor has ordered the raw materials, he reserves the right, if necessary, to purely and simply fulfil the contract or to demand a fixed indemnity of 50% of the amount of the order. This indemnity is intended to cover, in addition to the expenses stipulated above, any potential penalties owed to his suppliers or being forced to purchase the raw materials concerned by the cancelled contract. Cancellations will no longer be accepted once the production process has begun.
The delivery dates indicated in the Vendor’s offers are for information only and do not constitute a guarantee on the part of the Vendor. If a delivery date is imperative and is a condition of the order, it must be clearly specified as such on the order form (expressly mentioned with the term « Date conventionally imperative »). Even in this case, the buyer may not, in the event of a late delivery, claim compensation unless this is by prior agreement in writing, the amount of this indemnity may not in any case exceed 10% of the total price of the order. Late delivery may on no account give rise to the cancellation of an order. In the event that a compulsory delivery date has been agreed, exceptional circumstances or acts of God, such as war, civil unrest, fire, blocked transport, strikes, negligence of sub-contractors or suppliers etc.. (this list not being restrictive), give the Vendor the right to either revise his delivery dates or to cancel the contract, without the buyer having the right to claim compensation of any kind.
PROPERTY RESERVE CLAUSE
The Vendor reserves his property rights for the goods sold until all prices and fees, interest and any penalties have been paid in full. Consequently, the buyer will expressly refrain from selling, giving away, pawning and in general giving up the goods concerned in the contract, before his account is settled in full.
All prices stated exclude VAT. All orders are deemed to have been made through the Vendor’s registered head office. Unless agreed otherwise in writing, the buyer must pay 50% of the total price at the time of signing the order, the balance is due upon delivery. Any possible claims do not suspend the buyer’s payment obligations.
PROVISION OF A SECURITY
If it seems to the Vendor that the buyer’s credit is deteriorating, in particular if judicial measures are enforced against the buyers and/or events which call into question their ability to honour the commitments made or make these impossible, the Vendor reserves the right, even if all or part of the goods have been shipped, to fully or partially suspend the order and demand the necessary securities. In the event that the buyer refuses, the Vendor reserves the right to cancel the order in part or in full. In that event, the client will owe the Vendor the indemnities stipulated in the « Orders » clause of the present terms and conditions.
All sums not settled at the due date will by rights, without prior notice, incur conventional interest on arrears, calculated on the base index reference of the Central European Bank applicable at the invoice date. Moreover, any unpaid sum at the due date will by rights and without prior notice incur a fixed and irrevocable indemnity of 10% of the remaining balance due with a minimum of 100 € subject to all damages. Conventional interest at the predefined rate will also be applicable to this penalty clause from the due date of the invoice until it is setlled in full. All partial payments shall first and foremost be imputed to the fees, then to the interest accrued and finally to the capital, in conformance with article 1254 of the Civil Code, notwithstanding any intermediary deductions or charges subsequently advised.
The preceding measures entail no waiver of the Vendor’s rights to demand, in the event of non-payment or breach of the buyer’s contractual obligations, the cancellation or termination of the sale in return for the payment of damages by the buyer. In that event, the buyer will owe the indemnities stipulated in the « Orders » clause of the present terms and conditions.
WARRANTY - COMPLAINTS
In the event of a fault with the goods, the Vendor will be obliged, according to his assessment alone, either to repair, or to issue a credit note for losses, to the exclusion of damages. He will not be held liable in the event of a client error. The conformity of the order (quantity, sizes, colours etc…) must be verified by the client at the time of delivery No dispute shall be entered into after acceptance of delivery. With regard to possible defects, complaints will only be admissible if they are sent within five days of delivery by registered letter to the head office of the Vendor. If the complaint is deemed justified, by the Vendor or his supplier, the Vendor’s obligations will be limited exclusively to the replacement or repair without charge of the goods, without him being liable to pay an indemnity of any kind. The Vendor undertakes to make every effort to deliver goods which conform to the ready for press document, subject to minor differences of measurements against the specification sheet or of colour against the ready for press document.
The inapplicability of one of the clauses of the present terms and conditions may in no way affect the validity or the applicability of the other clauses. The fact that the Vendor does not take advantage of the present terms and conditions of sale at any one time, may not be interpreted as a waiver of availing of them subsequently. All legitimate communication or notice between the parties should take the form of recommended letters or electronic mail with acknowledgement of receipt, in the case of the Vendor at his head office, and in the case of the buyer at his registered office or home address.
CHOICE OF JURISDICTION AND APPLICABLE LAW
Any dispute regarding the interpretation or the enforcement of the present contract is a matter of the sole jurisdiction of the Tribunal of Liège. The present contract is governed by Belgian law, the only law applicable to contractual