1.Moderna Products Ltd
Lodewijk de Raetlaan 36
Hereinafter referred to as ‘MP Ltd’ or ‘seller’
Contact us :
T: +32 51302338
F: +32 51312649
2. Applicability of the general conditions
Except with the written agreement between the parties, the current general sales conditions may not be deviated from. The customer who places an order with us, unconditionally accepts the current general terms and conditions of sale, even though they are not expressly stated on the order or the order confirmation. The buyer may not unilaterally amend these general conditions of sale.
It is possible that for certain products different conditions apply. In that case, these different conditions will be clearly communicated in advance and these specific conditions take precedence over the general conditions. MP Ltd sells exclusively to professional consumers therefore it is only possible to place orders with MP Ltd as a business entity, not as an end consumer. Whoever places an order with MP Ltd will automatically be assumed to be a trader. All agreements that are closed via this website are therefore subject to B2B (Business-to-Business) conditions. Buyers will in no case be able to invoke consumer rights. MP Ltd reserves the right to refuse orders to anyone appearing not to act as a trader, but it is not the responsibility of MP Ltd to check every buyer whether they are traders or end consumers. A quotation is valid for two months. Estimates can change due to a change in workload or the cost of raw materials.
3. Offer and price
All prices, proposals, offers or orders addressed to our sales department, both orally and in writing, are only binding for us after our written confirmation. The content of the order confirmation is the final contract. Every order, offer and/or order confirmation from the customer is irrevocably binding. If the customer for whatever reason cancels the order, refuses to take delivery or make delivery impossible, the agreement is legally deemed to be annulled in his disadvantage and he owes compensation of a minimum 25% of the price, exclusive of VAT. Any higher amount is subject to our proof and justification of that amount. The listed weights and/or dimensions are only approximate and not binding.
4. The agreement
The agreement is established by either placing an ‘offline’ order by telephone, fax or any other means. The ‘online’ agreement between MP Ltd and the buyer comes about solely through electronic means of communications or the website. The buyer receives an overview of the order, and as soon as he clicks on the order button on the overview page, this overview serves as an irrevocable agreement between MP Ltd and the buyer. After the agreement has been irrevocably concluded, an order overview will be sent by email. This acts as an order form. It is the responsibility of the buyer to keep a copy or the order form. Although MP Ltd does its best to keep the website updated, it cannot guarantee 100% that the goods offered on the website will always be in stock. In the case an ordered item is not in stock, the delivery time will be extended by a time period MP Ltd deems necessary to produce the item. MP Ltd reserves the right to cancel the agreement if the buyer does not appear to possess the financial means to honor the agreement or if the buyer does not satisfy the conditions to become a client of MP Ltd.
5. Right of Withdrawal
Considering MP Ltd sells exclusively to professional traders there is no right of withdrawal applicable to the agreements concluded via MP Ltd.’s website.
6. Warranty and transfer risk
6.1 MP Ltd naturally guarantees its buyers to comply with all obligations with regards to the warranty. Because MP Ltd does not sell to end consumers, the legal warranty regulations of Sept 2004 are not applicable to agreements between MP Ltd and her buyers. Professional buyers can only refer to the ‘serious hidden defects regime' under the guarantee scheme. This agreement can be found in articles 1641-1649 of the Civil code. In order for the buyer to make an indemnity claim in regard to serious hidden defects, all applicable legal requirements need to be met. Conventionally it is determined that the short term mentioned in art. 1648 B.W. runs 3 months from the date of delivery and that each request for an indemnity claim expires after any processing, altering or restoration by the client or a third party, or after resale, misuse or inadequate maintenance of the delivered goods. Our warranty obligation is directly between us and our client. Therefore if the client transfers the delivered goods and services to a third party, this third party cannot invoke the warranty directly against us. Each complaint in regards to delivery must be sent by registered letter to MP Ltd at the latest within 8 days after the delivery date. The customer must report hidden defects by registered letter within a period of 8 days from their discovery. In any case, the complaint must contain a detailed and exhaustive list of the defects. Not timely and /or non-written protest by registered letter will result in forfeiture of rights. Submitting a complaint does not suspend the payment obligation.
6.2. Except in the case of intentional error and /or fraud, MP Ltd excludes all liability to the extent permitted by law with regard to indirect, consequential and material and non-material damage (such as loss of income and profits, loss of contracts, additional costs such as lawyer’s fees)
6.3. In all cases, the liability of MP Ltd is limited to the replacement, within the normal delivery time, of the part of the delivery that is the subject of the complaint or, at the option of MP Ltd , to the reimbursement of the amount already paid by the customer for that part of the delivery and can never exceed the amount as set by the intervention of its insurer, to the extent permitted by law. The responsibility and risk with regard to the transfer of the goods to the customer from the conclusion of the agreement. However, the goods remain our property until the moment of full payment of the price of the goods and accessories. Until that time the customer undertakes not to dispose of, pledge or encumber these goods.
Our goods are delivered ex-works. They are transported at the risk and danger of the customer, even in the eventuality that we agreed to take care of the transport. Under no circumstances can we be held liable for any other damage, such as allowances for loss of use, loss of profits, and/or damage caused to persons or property, as well as in the case of goods without intermediate costs prepared, processed or resold. The goods may not be returned without our prior written consent. Our agreement to take the goods back does not constitute recognition of our liability. The return costs are fully borne by the customer, unless otherwise agreed in writing.
The customer always bears full responsibility for the request and obtaining licenses for goods subject to a license.
8. Delivery period and shipment
Delivery deadlines are only indicative without any commitment, unless otherwise agreed in writing. the failure to comply with the specified delivery date can in no case be called upon for the obtaining of damages or breach of the agreement. Acts of God and acts that are, wholly or partly, due to the customer, third parties or our sub-contractors, suppliers, carriers or shippers, give our company the right to terminate this agreement in whole or in part without any right to any compensation in respect of the customer. The buyer accepts that as Act of God apply: state of war, fire, accidents, total or partial strikes, political events that cause our manufacture, supply or dispatch to be interrupted, broken machinery, lock-out and in general all of the reasons that hinder the normal course of our activity. We make every effort to respect the stated delivery times but can in no way be held responsible for the shortcomings for our shipping partners.
All of our invoices are payable cash before delivery unless otherwise agreed in writing. Rebates are only valid if these have been agreed upon in writing. In the event of non-payment or partial payment of the invoice on the due date, a delay interest of 8% per year is immediately and automatically applied without prior notice being required. In addition, in the case of a non-payment or partial payment of the invoice on the due date and without a formal notice being required, the amount invoiced shall be increased by 12% on the balance due, with a minimum of one hundred and twenty-five (125) Euros. In the event of non-payment or partial payment of an invoice on the due date, any outstanding amounts on other invoiced become payable immediately, regardless of previously authorized payment terms.
If the payment will be settled with advanced payment, the goods may not leave before the full amount of the advance is received in our account. In the case of non-payment or partial payment of the agreed advances, the implementation of the contract may be suspended immediately, without the need for prior notification. If the customer remains in default to pay the claimed advance payments after being warned by registered notification, we retain the right to cancel the contract immediately and without further notice and with a compensation of 30% on the total price to be charged to the customer. However, if larger damage can be demonstrated, this damage can then be recovered fully.
10. Intellectual ownership
All logos, photos, texts, drawings… which can be found on our website are protected by copyright. This means that nothing from our website can be copied without the express prior permission of MP Ltd.
12. Supplementary provisions
A translation of the present conditions of sale can be obtained by a simple written request. MP Ltd is a Belgian company, which means that only Belgian law applies to agreements concluded with MP Ltd.
The nullity or invalidity of a provision or part of a provision from the general terms and conditions has no consequences for the operation of the other provisions. The contested provision is deemed to stand on its own and not to be applicable. The seller has the right to replace the provision in question with a valid provision of the same effect. (Sub) titles in this provision are of a purely illustrative value, no rights can be derived thereof. MP Ltd has the right to adjust the general terms and conditions at any time. It is the responsibility of the buyer to check the terms and conditions before the conclusion of each agreement. A dispute regarding the validity, interpretation, ratification, execution or termination of this agreement will fall under the exclusive jurisdiction of the courts where the seller has its headquarters unless the seller elects to bring the dispute before the court of another jurisdiction.