General Terms and Conditions of sale
Article 1: Definitions
- “Terms and Conditions" means these terms and conditions, applicable to all sales agreements entered into by Colosseum. If a specific sales agreement is entered into that contains different terms, such different terms shall prevail. Otherwise, however, these Terms and Conditions shall continue to apply.
- “Colosseum”: Colosseum NV with registered office at 3300 Tienen, Esperantolaan 9, registered in the CBE with the number 0437.769.314.
- “Customer”: the customer concerned of Colosseum.
- “Party”: Colosseum and the customer concerned.
- “Personal data”: means all information about an identified or identifiable natural person.
- “Working day": means a normal working day (Monday to Friday), excluding public holidays in Belgium.
Article 2: Scope
- These General Terms and Conditions apply to any business relationship between Colosseum and the Customer. By accepting an offer, the sales agreement or the goods or services delivered, the Customer also accepts the applicability of the General Terms and Conditions.
- All sales, works, deliveries and services of Colosseum are subject to the General Terms and Conditions. They form an integral part of any specific sales agreement concluded with the Customer.
- These General Terms and Conditions shall also apply with exclusion of all other general terms and conditions issued by the Customer and insofar as they are contrary to Colosseum's General Terms and Conditions.
Article 3: Offers and delivery
- Colosseum's offers are always without obligation and are made without any commitment or obligation on the part of Colosseum. Quotations from Colosseum shall lapse if they are not accepted by the Customer within thirty (30) Calendar Days from the time they are delivered to the Customer.
- Colosseum shall be entirely free to accept or refuse orders from the Customer. Colosseum reserves the right to waive the Customer's order after acceptance of an offer.
- Colosseum's delivery times are indicative and therefore not binding. The Customer therefore has no recourse whatsoever if the delivery time is exceeded by Colosseum, unless otherwise stipulated in a specific sales agreement concluded between the Parties.
- Even if the binding nature of the delivery times has been stipulated, Colosseum shall be entitled to suspend or delay deliveries in the event of shortage or lack of raw materials or commercial goods, accidents and machine defects or any other case of force majeure.
- Delivery of goods shall take place at Colosseum, unless otherwise agreed upon in writing between the Parties.
- Transport of goods shall take place at the expense and risk of the Customer.
- Colosseum is entitled to deliver the goods in parts. In such case, these General Conditions and any specific sales agreement shall apply to each delivery separately. Colosseum is also entitled to invoice deliveries pro rata.
- Complaints regarding the delivered goods cannot be accepted if they do not reach Colosseum in writing and by registered post within seven (7) calendar days of delivery to the Customer.
- If the delivered goods are defective and the Customer has complied with the above procedural requirements, Colosseum shall repair, replace or have the defective goods replaced or credit an amount corresponding to the complaint, at Colosseum's option.
Article 4: Payment
- Colosseum's invoices are payable to its registered office, net and without discount, at the latest thirty (30) calendar days after the invoice date. The Customer is deemed to accept the (electronic) invoice, unless the Customer objects within a period of seven (7) Business Days after receipt of the invoice.
- All prices are exclusive of VAT, packaging costs and any other taxes and levies due as they apply at the time of delivery. Unless the Parties expressly agreed otherwise, the transport and shipping costs relating to the goods and the insurance of the goods shall be borne by the Customer.
- Colosseum reserves the right to stop any further delivery, and to demand immediate payment for the delivered goods, should it appear that there are concrete indications that the Customer will not be able to fulfil its obligations. In that case, the Customer is not entitled to compensation. Such concrete indications may include, but are not limited to, the fact that the Customer: (a) fails to pay a debt despite a notice of default from Colosseum; (b) has been declared bankrupt or has lost the free management of his assets; (c) requests excessive terms for payment of the sums owed by him; or (d) requests general deferment of payment from his creditors.
- Delivered goods shall remain the property of Colosseum until full payment, including any interest and damages, has been made by the Customer. The Customer shall be in default by operation of law in the event of late or incomplete payment, so that a reminder is not necessary. The Customer shall, notwithstanding the retention of title, bear all possible risks regarding the goods. The Customer is obliged to keep the delivered goods under Colosseum's retention of title carefully and as recognisable property of Colosseum and to insure them against all possible risks.
- In the absence of timely payment of an invoice by the Customer, Colosseum's performance may be suspended, subject to simple notice, or Colosseum shall be entitled to terminate the agreement with the Customer and demand immediate payment of any amounts not yet due. All this without prejudice to Colosseum's right to compensation from the Customer.
- Non-payment of an invoice by the Customer on the specified due date shall, ipso jure and without notice of default, incur interest, determined based on the legal interest rate, increased by 2%, until full payment.
- Moreover, in the event of full or partial non-payment of each invoice on the due date, the amount of the invoice shall be increased by 10% of the total invoice amount, by operation of law and without notice of default, with a minimum of 50 euros and a maximum of 1,750 euros, by way of fixed compensation, and this also in the event of the granting of grace periods.
Article 5: Limitation of liability
- In no event shall Colosseum be liable to the Customer for any indirect, punitive, special, consequential or similar damages (including lost profits, lost revenues, lost business, loss of or corruption of data, loss of customers and contracts, loss of goodwill, the cost of purchasing replacement goods or services, and damage to reputation) whether such damages occur as a result of negligence, breach of contract, breach of statutory duty, claim by a third party or any other circumstance, the foregoing only to the extent that exclusion is permitted under applicable law. Each Party has the obligation to limit any damage.
- The Customer acknowledges and accepts that the present liability limitation provisions are an essential condition for the delivery of the goods and services offered by Colosseum and that such liability limitations shall continue to apply even upon termination of the agreement with the Customer (including these General Terms and Conditions) for any reason whatsoever.
- Colosseum's liability shall be limited to the lesser of (i) the amount actually covered by its liability insurer, or (ii) the total amount of the relevant quotation or delivery to the Customer. In no event shall Colosseum be liable for damage caused by acts of the Customer or any third party.
- The exclusions and limitations of Colosseum's liability shall cease to apply if and to the extent that the damage is exclusively the result of Colosseum's intent.
Article 6: Intellectual Property
All offers, documents, sales brochures, images, drawings, specifications, designs, etc. provided by Colosseum to the Customer remain the property of Colosseum. The Customer is therefore not entitled to use these documents for any purpose other than that for which they were made available to the Customer.
If the Customer does not, does not properly or does not timely fulfil any obligation arising for the Customer from any specific sales agreement and/or from these General Terms and Conditions, as well as in the event of bankruptcy, suspension of payment, judicial or extrajudicial reorganisation of the Customer, liquidation, or shutdown of the Customer's business, Colosseum shall be entitled, at its discretion, without any obligation to pay damages and without prejudice to its other rights, to dissolve the agreement with the Customer in whole or in part, or to suspend further performance with immediate effect. Furthermore, in such cases, all Colosseum's claims against the Customer shall become immediately due and payable.
Article 8: Processing of personal data
Article 9: Force majeure
- Colosseum shall not be liable for delay, failure or incorrect delivery as a direct or indirect result of force majeure. Force majeure is understood to include: any circumstance beyond the will or the control of Colosseum that impedes the normal performance of the agreement with the Customer or makes it so difficult that Colosseum cannot reasonably be required to perform the agreement, such as, among other things, strikes, illness and/or excessive absenteeism due to illness, lack of persons, raw materials and/or materials, government measures including import and export measures, shortcomings on the part of third parties (including suppliers) engaged by Colosseum, defects and/or damage to means of production, transport restrictions and/or traffic disruptions, etc.
- Without prejudice to the other rights of the Parties, force majeure shall entitle either Party to dissolve the agreement with the Customer for the part thereof not yet performed after the force majeure situation has lasted for one (1) month, without the Parties being obliged to pay any compensation whatsoever.
Article 10: General
- If any provision of the General Terms and Conditions proves to be unenforceable, the other provisions shall nevertheless remain in full force and effect. Each Party shall to the best of its ability immediately and in good faith negotiate a valid replacement provision with an identical or similar economic effect.
- The Customer is obliged to notify Colosseum immediately and in writing of any change of address. When Colosseum delivered the goods to the Customer's last known address, these goods shall be deemed to have been received.
- Any specific agreement with the Customer, the General Terms and Conditions and the relationship with the Customer in general shall be governed by Belgian law, to the exclusion of the Vienna Sales Convention. Disputes are exclusively settled by the courts of the judicial district in which Colosseum's registered office is located, without prejudice to any applicable mandatory provisions.