General Terms and Conditions
1. Contact details
Improdent bvba
Beselarestraat 273A
8980 Zonnebeke
Belgium
VAT BE 0830404033
CBE 0830404033
Hereinafter referred to as ‘Improdent’ or ‘Seller’
You can reach us in the following ways:
T: +32 57 46 95 14
F: +32 57 36 05 89
E: info@improdent.be
2. Applicability of terms
These general terms and conditions replace all previous versions.
If not otherwise agreed upon in writing, the following terms and conditions shall be applicable for all offers, orders and (future) agreements. Deviations from or changes in these terms and conditions may only be invoked against us if confirmed by us in writing.
Our offers shall be valid for a maximum period of 1 month. Orders placed after this date may be subject to price changes, in which case the customer may refrain from the purchase of our products.
By placing an order from the website, the customer automatically accepts these general terms and conditions.
Deviating terms and conditions may apply to certain products, in which case they shall be communicated clearly and in advance. The special terms and conditions shall take precedence over the general terms and conditions.
Improdent sells exclusively to professional users, which implies that orders can only be placed by business entities and not by private persons. Customers placing order with Improdent shall be automatically deemed to be acting as a trader. B2B law applies to all agreements concluded via our website. Under no circumstances may buyers invoke consumer protection law.
Improdent reserves the right to refuse orders if it would appear that a buyer is not acting as a trader. However, it is not the responsibility of Improdent to verify whether a buyer is a trader or a private person.
3. Offers and prices
All prices, quotations or offers, both orally and in writing, shall be without engagement and without any obligation on our part. An agreement is concluded only after explicit order confirmation by Improdent.
Each order, offer and/or order confirmation binds the customer irrevocably. If the customer cancels the order, refuses to accept delivery or makes delivery impossible for any reason whatsoever, the agreement shall be deemed to have been dissolved by operation of law to the customer’s detriment and he/she will be liable to pay compensation, the minimum of which is set at 25% – increased to 50% in case of custom-made products – of the price, VAT excluded. If the requested compensation exceeds this, this will be proved by us.
The contents, price and delivery conditions of each product are clearly indicated by Improdent on the relevant product page.
Obvious errors on product pages must always be reported to Improdent. Agreements based on obvious errors on a certain product page are not binding on Improdent.
The prices indicated on the product pages are always exclusive of 6% or 21% VAT. The total VAT amount is shown on the overview page.
The prices indicated on the product pages are always exclusive of delivery charges which are shown on the overview page.
4. Agreements
An offline agreement is entered into by placing an order by phone, fax or any other means whatsoever.
An online agreement between Improdent and the buyer is entered into through electronic means of communication or the website. The buyer receives an order overview and when clicking the order button on the overview page, the agreement between Improdent and the buyer is irrevocably concluded.
After conclusion of the agreement, an order overview serving as purchase order is sent by
e-mail. It is the buyer’s responsibility to retain the purchase order.
Although Improdent is making every effort to keep the website up-to-date, we cannot guarantee that the products offered on our website are always in stock. If a product ordered by a customer is out of stock, the delivery period will be prolonged by the length of time needed by Improdent to order the product.
Improdent has the right to unilaterally terminate the agreement if the buyer does not have the financial resources to comply with the agreement or if the buyer does not meet the requirements to become a customer with Improdent.
5. Right of withdrawal
As Improdent sells exclusively to professional users, no right of withdrawal shall apply to the agreements concluded through Improdent’s website.
6. Warranty
Improdent guarantees its buyers to comply with all legal guarantee requirements. As Improdent does not sell to consumers, however, the Guarantee Act of September 2004 does not apply to agreements between Improdent and its buyers. Professional buyers may therefore only invoke serious hidden defects under the Guarantee Act, as laid down in articles 1641-1649 of the Civil Code.
Claims to indemnity due to hidden defects can only be invoked by the customer if the legal requirements are fulfilled. Conventionally, it is stipulated that the short period referred to in article 1648 of the Civil Code is three months from the date of delivery. Any guarantee becomes null and void in case of processing, modification, repair by the customer or by third parties, resale of the delivered goods, improper use or insufficient maintenance. Our guarantee shall never exceed the guarantee offered to us by our suppliers or manufacturers and shall be limited to the value of the goods, with the exclusion of indirect or consequential damages. Claims to indemnity due to hidden defects cannot be invoked by the customer to postpone or suspend his/her payment obligations.
Our warranty commitment is made personally to the customer. Therefore, if the customer transfers the delivered goods and services to third parties, these third parties cannot invoke the guarantee directly against us.
7. Payment
Payment of online orders must be made before shipment. In the absence of payment, the goods will not be sent. Non-payment does not result in non-conclusion of the agreement. Each order placed results in the conclusion of a purchase/sale and implies an obligation to pay.
All invoices for offline orders are payable in Zonnebeke, in cash and without discount. In case of overdue payment, a conventional interest will be owed legally and without notice of default at the rate of 12% per year, as from the due date. In the event of faulty non-payment of the debt on the due date, the amount shall, automatically and without notice, be increased by 12%, with a minimum of 125 EUR, as a fixed compensation for extrajudicial costs.
8. Delivery periods and shipment
The delivery periods mentioned in the special terms and conditions are purely indicative and do not imply any obligation on the part of Improdent. Delays in delivery cannot give rise to any compensation and/or to the dissolution of the agreement. Any changes to an order will automatically result in a reasonable extension of the proposed estimated terms of delivery. Any delay in the term for advance payments will be added to the delivery term.
War, mobilisation, blockades, partial or total strikes, stoppage of production, lock-outs, riots, bankruptcy of a manufacturer, epidemics, weather conditions, diseases, equipment breakdowns, fire, explosions and any cause preventing the regular supply by our suppliers of raw materials, fuel or supplies for normal production, shipment or transportation, as well as all similar circumstances affecting our company or contractors, shall be regarded as force majeure and may under no circumstances be attributed to us. We shall in no case be liable for any (damage) compensation. In the event of force majeure, we have the right to cancel the agreement by simply notifying the customer in writing of the reason preventing performance. In that case we shall not be liable for any (damage) compensation.
Improdent mainly uses the services of AGX, DPD and Transmission to dispatch our products. We take all necessary steps in order to respect the terms of delivery. We can in no case be held liable for shortcomings of our shipping partners. Complaints about shipments should be addressed to the shipping partner, not to Improdent.
9. Retention of title
Liability and risk shall pass to the customer as soon as the agreement is concluded and - insofar as it concerns generic goods - at the time they are separated.
The delivered goods remain our property until full payment of the price and other additional sums. Until such time, the customer may not sell, pledge or encumber the goods with securities. The ordered goods and materials are always delivered ex works/warehouse and are accepted at the place of delivery. They are transported at the risks and perils of the customer, even if it may have been agreed that we are responsible for the transport.
Unless explicitly agreed otherwise by advance written consent, goods once sold will not be taken back or exchanged. The customer has sole responsibility for taking the necessary steps to obtain any license for goods subject to authorisation.
10. Intellectual property
All logos, images, texts, drawings, etc. used on our website are protected by copyright law. Copying any content is expressly prohibited without prior permission of Improdent.
11. Processing of personal data and cookie policy
The information provided by the customer is needed to process and complete orders, and to issue invoices. If this data is missing, the order is inevitably cancelled. Providing incorrect or false personal data shall be considered a breach of these general terms and conditions. The customer’s personal data shall only be processed in accordance with the applicable Privacy Policy, which can be consulted on our website. Improdent shall put in place all necessary security measures to protect the data sent via electronic means when concluding the agreement. Our Cookie Policy may also be consulted on our website.
12. Complaints
The buyer must notify Improdent as soon as possible of any complaints. The only way to submit a complaint is via e-mail at info@improdent.be.
Complaints must be formulated clearly and unambiguously so that we can do everything we can to resolve them as quickly as possible. We will reply to all complaints within 5 working days.
13. Additional provisions
Improdent is a Belgian company. Consequently, only Belgian law will apply to agreements concluded with Improdent.
The nullity or invalidity of any provision (or part thereof) of the general terms and conditions shall not affect the validity of the remaining provisions. The disputed provision shall be deemed stand-alone and inapplicable. The seller is entitled to replace any such provision by a valid one having the same effect. The headings used in this agreement are purely illustrative, so no legal significance can be derived from them.
Improdent has the right to modify the general terms and conditions at any time. It is the responsibility of the buyer to check the general terms and conditions for the conclusion of each agreement.
Any dispute regarding the validity, interpretation, ratification, performance or termination of this agreement will fall under the exclusive jurisdiction of the courts where the seller has its headquarters.