GENERAL TERMS AND CONDITIONS
Article 1 General provisions
1.1. Welcome to Safe2use! We are a company that deals with the sale and distribution of safe cleaning and disinfecting agents.
1.2. These general terms and conditions apply to everything we do at Safe2use, including but not limited to offers and agreements between us and our clients, hereinafter referred to as “Client”.
1.3. If we deviate from these general terms and conditions, this must be agreed in writing and expressly between us and the client.
1.4. We expressly reject any purchasing or other conditions of the client.
1.5. If one or more provisions in these general terms and conditions are declared invalid, void or annulled, the other provisions remain in force. We will then replace the invalid, void or annulled provisions with new provisions that correspond as closely as possible to the invalid, void or annulled provisions.
1.6. The fact that we do not demand compliance with one or more provisions of the agreement at any time, including the provisions in these general terms and conditions, does not affect our rights to demand compliance by the Client at a later time.
1.7. These general terms and conditions do not apply if we deviate from them in the agreement between us and the client.
Article 2 Offers, conclusion and amendment of agreement
2.1. At Safe2use we do our best to make the best offers to our clients, but all our offers are without obligation, unless we expressly state otherwise in the offer.
2.2. An agreement is only concluded if we and our client reach a written agreement.
2.3. Once we have an agreement, it can only be changed if we reach a written agreement with the client. For example, we can only agree in writing to changes in the quantity or price of the products or services that we supply.
Article 3 Prices and payment
3.1 Prices and VAT. All prices stated by Safe2use include VAT and other government levies, unless expressly stated otherwise. Payments must be made including VAT and/or other levies.
3.2 Additional goods, works and services. The prices apply only to the goods, services and works specifically named in the agreement. All additional goods, works and/or services supplied by Safe2use will be charged separately at prices applicable on the day of delivery or service provision.
3.3 Price changes. The prices stated by Safe2use are based on the purchase prices, taxes and other such factors applicable at the time of the statement.If one or more of the aforementioned factors change after the conclusion of the agreement, Safe2use is entitled to change the agreed price.
3.4 Payment term. All invoices will be paid by the Client in accordance with the agreed payment conditions stated on the invoice. In the absence of such conditions, the client must pay within 14 days after the invoice date.
3.5 Default. If the Client does not pay the amounts due within the agreed term, the Client is legally in default. The client will owe the statutory interest on the outstanding amount, without prejudice to its other obligations.
3.6 Collection costs. Collection costs, both judicial and extrajudicial, are for the account of the client, with a minimum of € 250.
3.7 Order of payment: Payments made by the Client always serve to settle firstly all interest and costs due and secondly the oldest outstanding invoices.
Article 4 Complaints
4.1 Objection to invoice If the Client objects to an invoice from Safe2use, it must notify Safe2use in writing within 8 days of the invoice date. If the Client does not complain in time, its right to have the invoice corrected will lapse.
4.2 Consequences of complaints. A complaint from the Client does not suspend its payment obligations. This means that despite the objection, the Client must pay the invoice within the agreed term.
4.3 Client's obligation to investigate. It is the Client's responsibility to immediately inspect the goods, services and works for visible defects upon receipt. If visible defects are found, the Client must complain to Safe2use in writing within 8 days of receipt.
4.4 Guarantees and complaints procedure. In addition to the Client's obligation to complain in time about visible defects, the Client can also claim guarantees provided by Safe2use. The complaints procedure drawn up by Safe2use and available on the website applies to this.
4.5 Burden of proof in case of complaint. In case of complaint by the Client, the burden of proof that the delivered goods do not comply with the agreement lies with the Client. If Safe2use considers the complaint to be justified, it will proceed to repair or replace the delivered goods.
4.6 Limitation period. A complaint by the Client is only valid if it is made within a reasonable period. A reasonable period is not mentioned in the law, but in practice a period of 2 months after discovery of the defect is considered reasonable. Complaints submitted after this period will no longer be processed.
Article 5 Termination and cancellation
5.1 Termination by Safe2use. Safe2use can,without being liable for any damages on that account, terminate its agreement with the Client in writing with immediate effect and without judicial intervention, in whole or in part, if:
a. the Client applies for a suspension of payments or bankruptcy or is declared bankrupt or offers an agreement outside bankruptcy, or any part of its assets is seized;
b. the Client is placed under administration or guardianship;
c. the statutory debt restructuring scheme is pronounced with respect to the Client;
d. the Client ceases its activities, ceases to pursue its statutory objective, decides to liquidate, otherwise loses its legal personality or transfers or merges its company;
e. the Client fails to fulfil one or more obligations arising from the relevant agreement, fails to fulfil them in a timely manner or fails to fulfil them properly.
5.2 Consequences of termination. As a result of the termination, existing claims on both sides become immediately due and payable.
The provisions of the previous paragraph shall not affect the other rights to which Safe2use is entitled in the event of failure to comply by the Client, such as the right to claim compensation and/or compliance with the agreement.
5.3 Termination by the parties. If the agreement, by its nature and content, does not end by means of a specific performance and has been entered into for an indefinite period, it may be terminated by either party after proper consultation and stating reasons by giving written notice.
If no notice period has been agreed between the parties, a reasonable period must be observed when terminating.
Safe2use will in that case never be liable for compensation due to termination.
Article 6 Termination or suspension of the agreement
6.1 Termination or suspension of the agreement If, due to force majeure, compliance with the agreement without failure is not possible for Safe2use, it has the right to terminate the agreement in whole or in part or to temporarily suspend the performance of the agreement, without being liable for any compensation.
6.2 Definition of force majeure. Force majeure is understood to mean a circumstance that prevents the fulfillment of the agreement and that cannot be attributed to Safe2use. Examples of this are strikes and illness of personnel, business disruptions, government measures and transport disruptions. Both if these occur at Safe2use and its suppliers.
6.3 Partial fulfillment. If Safe2use has already partially fulfilled its obligations before the occurrence of force majeure, or will only be able to partially fulfill its obligations due to the occurrence of force majeure, it is entitled to invoice the part already delivered or deliverable separately.The Client is obliged to pay this invoice as if it were a separate agreement.
6.4 Invoking force majeure after due date. Safe2use has the right to invoke force majeure, even if the non-attributable circumstance that prevents the fulfilment of its obligation only occurs after it should have fulfilled its obligation.
Article 7 Liability
7.1 Limitations on liability. Safe2use is not liable for damage except in the cases described in this article.
7.2 Exclusion of indirect damage. Safe2use is not liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.
7.3 Limitation of direct damage. Safe2use is only liable for direct damage resulting from an attributable shortcoming in its obligations under the agreement or from unlawful act, up to the amount equal to the amounts invoiced or to be invoiced to the Client under the agreement, excluding VAT and other government levies, up to a maximum of € 50,000.
7.4 Conditions for liability. Safe2use's liability will only arise if the Client has given Safe2use written and proper notice of default, thereby setting a reasonable term for remedying the shortcoming, and Safe2use continues to fail to fulfil its obligations after that term.
7.5 Force majeure. Safe2use is not liable if a shortcoming is the result of force majeure.
7.6 Exception to restrictions. The restrictions included in this article do not apply if the damage is the result of intent or gross negligence on the part of Safe2use or its managerial subordinates.
7.7 Limitation period. Any liability of Safe2use shall lapse after one year, calculated from the moment the damage occurred, with the understanding that any liability of Safe2use shall in any case lapse after one year, calculated from the end of the agreement with which the damage is most closely related.
Article 8 Indemnity
8.1 Indemnity in the event of non-fulfilment of obligations. The Client shall indemnify Safe2use against all possible claims by third parties that have arisen due to non-fulfilment by the Client of the obligations incumbent on the Client pursuant to an agreement and these general terms and conditions.
8.2 Indemnity in the event of damage. The Client shall further indemnify Safe2use against claims by third parties relating to damage incurred in connection with the execution of an assignment. If the Client is held liable by a third party for damage for which the Client and/or the third party can or will hold Safe2use (jointly) liable, the Client must inform Safe2use there of in writing within 8 days of the claim by the third party.
8.3 Settlement of claims.The Client shall only settle such claims in consultation with Safe2use, on penalty of forfeiture of the Client's claims against Safe2use.
Article 9 Confidentiality
9.1 The parties acknowledge the confidential nature of the information they receive from each other in the context of the agreement. They undertake to keep all confidential information confidential and to use it exclusively for the purpose for which it was provided.
9.2 Confidential information is understood to mean all information, in whatever form, that has been designated as confidential by one of the parties or that can reasonably be assumed to be confidential in nature.
9.3 The parties shall take all reasonable measures to protect the confidential information and shall not disclose this information to third parties, except to the extent necessary for the performance of the agreement or if they are legally obliged to do so.
9.4 The obligation of confidentiality shall remain in force even after termination of the agreement.
9.5 If a party is required to provide information to a third party, for example a government agency or a supervisory authority, the party in question will inform the other party of this without delay, unless a legal provision prohibits the party in question from informing the other party.
9.6 In the event of a breach of the confidentiality obligation, the breaching party is liable for the damage suffered by the other party as a result.
Article 10 Disputes and applicable law
10.1 Dispute resolution. If disputes arise between the Client and Safe2use that cannot be settled amicably, they will be submitted to the competent court in Belgium. Both parties will comply with the judgment of this court ruling. The competent authority is RPR Antwerp.
10.2 Applicable law. All agreements between the client and Safe2use are governed by Belgian law. Any disputes between the parties will be settled in accordance with Belgian legislation and case law.