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GENERAL CONDITIONS VARIPHONE INTERNATIONAL

Article 1 - Field of application

  • 1.1. These Conditions apply on all our offers, agreements and all commitments resulting thereof.
  • 1.2. Deviations to these Conditions can only be made in writing, and then only apply with regard to the specic agreement to which the deviations are related to.

Article 2 - Offers and orders

  • 2.1. The offers of Variphone INTERNATIONAL should always be regarded as an entity and are valid for 30 days, unless a shorter or longer period is mentioned in the offer. The offers of Variphone INTERNATIONAL can be recalled by the company within two business days after receipt of acceptance by the counterparty. Except for stipulations which state otherwise on the order slip or invoice, the implementation of the agreement concluded always takes place under the General Sales Conditions of Variphone, stated on the order slip and/or invoices, with the exclusion of the own sales conditions of the counterparty, even if those are communicated before or afterwards.
  • 2.2. If Variphone INTERNATIONAL shows or provides a model, a drawing, a sample or an example upon the offer or during the negotiations, then this does not oblige Variphone INTERNATIONAL with regard to the conformity or the shape of the goods to be delivered. The appearance or the shape can deviate from this, unless agreed otherwise.
  • 2.3. In case of direct ordering without prior offer by Variphone INTERNATIONAL, the agreement only materialises after written confirmation within fourteen days by Variphone INTERNATIONAL. The beginning of implementation applies as confirmation, unless this was expressly made under reservation.
  • 2.4. Orders taken by a representative, employee or assistant of Variphone INTERNATIONAL are only valid after written confirmation within fourteen days by a person authorised to oblige Variphone INTERNATIONAL. The start of the implementation applies as confirmation, unless this was expressly made under reservation.

Article 3 - Prices

  • 3.1. All prices stated are excluding VAT.
  • 3.2. All prices stated are excluding delivery costs, shipping costs and insurance costs, unless agreed otherwise.
  • 3.3. In principle, the price is that of the moment of conclusion of the agreement. However, Variphone INTERNATIONAL can, even after conclusion of the agreement, modify the prices in case of an increase of price-deciding factors, even if this increase was foreseeable, unless agreed otherwise. If in that case the total price is modied with more than 10%, the buyer is authorised to annul the agreement. If the aforementioned price increase only applies to a clearly distinguished part of the agreement, the annulment can only take place for that part.

Article 4 - Delivery terms and collaboration with the implementation of the agreement

  • 4.1. The delivery terms are provided as information and are therefore not binding, unless parties have mutually and expressly agreed otherwise. Delay in the implementation can therefore never constitute a reason for nes, damages or annulment of the agreement, unless this was explicitly agree upon between parties. Variphone INTERNATIONAL may deliver an order in phases at that, if the order can be invoiced in various parts.
  • 4.2. The buyer should provide Variphone INTERNATIONAL with his collaboration regarding the implementa tion of this performances resulting from the agreement concluded. This collaboration is assumed not to have been provided in case the goods or the services which are offered to the buyer cannot be delivered on the agreed date and time. In that case, buyer is legally held in default and he is due a fine of 10% of the agreed price. All subsequent costs resulting from not providing the collaboration are at the expense of buyer, without prejudice to all other rights of Variphone INTERNATIONAL resulting from this shortcoming.

Article 5 - Quantities, conformity and faults

  • 5.1. The inspection of the delivered quantities rests with the buyer. In case he did not make any remarks in this regard to Variphone INTERNATIONAL within 24 after receipt in writing, then the delivered quantities are assumed to comply with those stated on the consignment notes, delivery slips, invoices or similar documents.
  • 5.2. The buyer is obliged to check the conformity of the delivered goods. In case the buyer has not made any remarks on this to Variphone INTERNATIONAL within 3 days after receipt in writing, then the delivered goods are assumed to be in accordance with those on which agreement was reached, without prejudice to the stipulations of Art. 2.2 of these General Conditions.
  • 5.3. In case of faults, the buyer is obliged to notify Variphone INTERNATIONAL in writing within 3 days f following the moment on which possible faults could have reasonably been established.
  • 5.4. In case of remarks as intended in the Sections 5.1 through 5.3, the buyer shall always provide all possible proof of evidence. In default thereof, the remarks or complaints will be designated as unfounded.

Article 6 - Payments

  • 6.1. The payment term is always at the latest 30 days after invoice date, except when a different agreement was reached. Settlement by the counterparty is not permitted, unless Variphone INTERNATIONAL has unconditionally recognised the counterclaim as correct.
  • 6.2. If within the agreed payment term no payment from counterparty has been received, on the pending amount an interest rate of at least 12% is due legally and without further prior proof of default, or a percentage which is equal to the percentage as determined in Article 5 of the Act of 02 August 2002 concerning the combat of arrears at trade transactions, if the latter percentage would be higher than the former percentage. The interest thus due, counts as financial compensation for the suffered loss of interest.
  • 6.3. In case the counterparty remains in default with his payments within the payment term as established in Article 6.1, then he will be obliged to remunerate all costs of the extrajudicial claim including among other things the costs of summons and all other direct and indirect collection charges. In each case the amount which the counterparty is obliged to pay in relation to the extrajudicial claim costs will not be lower than Euro 125. In case Variphone INTERNATIONAL has to proceed with legal recovery, the counterparty shall be obliged to remunerate all costs which Variphone INTERNATIONAL has to make within the framework of the judicial procedure, including among other things all solicitor costs and fees to be paid by Variphone INTERNATIONAL. However, in case a contract is concluded with a private person, Variphone INTERNATIONAL will in the latter case only be entitled to the legally provided remuneration.
  • 6.4. Payments should take place without any deductions, preferably to the bank account as stated by Variphone INTERNATIONAL. They can also be made during office hours at the office of Variphone INTERNATIONAL or in another way as indicated by Variphone INTERNATIONAL.
  • 6.5. The payments made by counterparty will be used in the order below for the settlement of all interests, costs,fines and main sums due.
  • 6.6. Variphone INTERNATIONAL is at all times authorised to request a surety from the buyer. This surety must be such that its claim and the possibly associated interests and costs are reasonably covered, and that Variphone INTERNATIONAL capitalise those unhampered and without any effort. If a surety is refused, Variphone INTERNATIONAL is authorised to postpone the (further) compliance wit hits obligations towards the buyer.
  • 6.7. In deviation of Article 6.1, in case of untimely payment of any invoice within the term as stated in Article 6.1. all invoices which have not lapsed yet will become immediately claimable and any discount granted lapses.

Article 7 - Bankruptcy and suspension of payment

If the buyer does not, not properly or not timely comply with any obligations which might result from the agreement for him, as well as in case of bankruptcy, suspension of payment, legal restraint, shut-down or liquidation of the company of buyer, he is legally assumed to be in default. If the occasion arises, Variphone INTERNATIONAL is authorised without any obligation of damages, without prejudice to the rights that is further has and without a proof of default or legal intervention being required, to fully or partially annul the agreement or have it annulled, or to postpone the (further) implementation of the agreement, without prejudice to the stipulations of Art. 6.7.

Article 8 - Reservation of ownership

  • 1. All goods delivered by Variphone INTERNATIONAL remains its property until the moment of full payment by the buyer of the main sum, costs, interests and possible fines, even if these goods are already located in the buildings or on the premises of the buyer.
  • 2. As long as no full payment has taken place and the buyer is in default, or if Variphone INTERNATIONAL has well-founded reasons to fear that the buyer will remain in default, Variphone INTERNATIONAL can immediately reclaim the delivered goods without prior proof of default. The buyer grants Variphone INTERNATIONAL the authority to access his premises and buildings thereto. The agreement can then unilaterally and without legal intervention be regarded as annulled by Variphone INTERNATIONAL, without prejudice to its right for claiming remuneration of costs, damages and interests.

Article 9 - Liability - indemnification

  • 1. In case of attributable, untimely, incomplete or improper delivery or performance, in whichever sense, by Variphone INTERNATIONAL, Variphone INTERNATIONAL shall fully comply with the obligation to remunerate the damage by still delivering, repairing or improving what was bought by the buyer or whereto the order was given, such to his choice, without prejudice to what is established in Article 5. If in that case a new delivery or performance is not (no longer) possible, Variphone INTERNATIONAL shall take back the goods already supplied against repayment of the purchase sum. However, Variphone INTERNATIONAL is never liable for technically unavoidable or minor deviations of quality.
  • 2. The liability of Variphone INTERNATIONAL is expressly limited to what is established in Article 9.1, so that Variphone INTERNATIONAL can never be held liable for any (subsequent) damage, including consequential damage. Therefore, Variphone INTERNATIONAL can never be held liable for among other things remuneration of business damage, profit loss, damage as a result of personal accidents, damage resulting from claims by third parties towards the buyer, or any other damage whatsoever. This summary is not limitative. If Variphone INTERNATIONAL, despite what is established in Section 2 above, would still be obliged to pay any damages, then the total liability will in no case be higher than the lower of the following two amounts: Euro 12,500, or the amount equal to the total price agreed in the respective agreement, excluding VAT.
  • 3. Variphone INTERNATIONAL can, it it is requested by the buyer thereto, provide recommendations and/or technical advice with regard to the products and/or services delivered or to be delivered by it, without furthermore accepting or assuming any liability towards the buyer at that. The buyer is therefore fully responsible for the investigation into the suitability of the product for the further use or objective within his activities, also in the long term. The buyer is fully responsible for damage which might occur by the use of the product in violation of the instructions provided therewith.
  • 4. If our buyer is an injured party in the meaning of Art. 12 of EU Directive 85/374, his claims resulting thereof will not be limited or excluded by this Article.

Article 10 - Liability towards third parties – indemnification

Variphone INTERNATIONAL can never have a higher liability towards third parties than it has towards the counterparty for damage caused to third parties during the implementation of the agreement to which the current Conditions apply. The counterparty of Variphone INTERNATIONAL indemnifies it against any further liability and will, wherever possible, insist on an according exoneration to the benefit of Variphone INTERNATIONAL in his agreements with third parties. The counterparty furthermore indemnifies Variphone INTERNATIONAL against claims for remuneration by third parties, based on violation of intellectual property rights caused by the use of drawings, data, materials, parts or production procedures which were provided or prescribed to us by or on behalf of our counterparty for the implementation of the agreement.

Article 11 - Obstruction of the implementation of the agreement

Variphone INTERNATIONAL is not liable for the non-compliance of its obligations if this can be ascribed to - a failure or shortcoming by or from one of its suppliers, subcontractors or transporters; - fire at its own premises or at one of its suppliers or subcontractors; - labour strike or lock-out at itself or at one of its subcontractors; - riots or revolts; - circumstances of war; - government measures including export, import or transfer prohibitions; - severe frost or winter weather; - circumstances which are of such nature that compliance by Variphone INTERNATIONAL can no longer be requested, if these circumstances occur during a period of more than six months. In those cases, Variphone INTERNATIONAL is authorised to annul the agreement in stead of complying with it, without further damages. In the above circumstances, the option to make use of this opportunity by Variphone INTERNATIONAL prevails above the exertion of the rights of the buyer in relation to non-compliance with the agreement.

Article 12 - Lien

Variphone INTERNATIONAL has a lien to keep all items which it has from or on behalf of the counterparty, until the counterparty has complied with all his obligations towards Variphone INTERNATIONAL with which the respective items are directly associated or have suficient coherence to justify refusal of delivery. If such items which Variphone INTERNATIONAL holds as a lien would become out of its control, then it is authorised to claim those items as if it were the owner itself.

Article 13 - Joint liability

If Variphone INTERNATIONAL concludes an agreement with two or more natural persons or legal persons, each of these persons has joint liability for the full compliance with the commitments resulting from that agreement.

Article 14 - Industrial and intellectual property

  • 1. Copyrights, patent rights, trademark and/or model rights, and all other industrial and intellectual property rights on all products manufactured by Variphone INTERNATIONAL and shapes and tools manufactured and/or designed by Variphone INTERNATIONAL, belong to Variphone INTERNATIONAL, even if they were manufactured by instructions, drawing or order, except when agreed otherwise. In case of infringements of these rights by the counterparty, Variphone INTERNATIONAL is entitled to an immediately claimable fine of Euro 12,500 per violation, without prejudice to its other rights for damages and interests.
  • 2. In connection to the stipulations of Article 10, final Section, Variphone INTERNATIONAL is entitled to remuneration by its counterparty of all damage suffered in case of any claim by third parties based on an (alleged) infringement of rights of industrial or intellectual property by or as a result of its use by Variphone INTERNATIONAL because of drawings, data, materials, parts or production procedures made available by the counterparty. This also applies in case of storage or delivery by Variphone INTERNATIONAL of good manufactured in accordance with these drawings, data, materials, parts or production procedures made available.

Article 15 - Maintenance - supplying services

  • 1. Agreements for the supply of services and maintenance activities by Variphone INTERNATIONAL are concluded for such a period that they at least cover a full calendar year. Except for written cancellation before 1 October, they will in each case be prolonged with a period of one year.
  • 2. Prices for services and maintenance activities are based on the implementation of those activities during the business hours usual at Variphone INTERNATIONAL. For implementation outside these hours, special rates apply, whereas extra travelling time and travel expenses can be charged as well.
  • 3. The services and maintenance activities provided by Variphone INTERNATIONAL include both preventive maintenance and checks, as well as repair activities. These maintenance activities, checks or repairs do not guarantee an uninterrupted and/or faultless operation of the maintained items. Parts which are replaced by Variphone INTERNATIONAL become its property.

Article 16 - Applicable law - disputes

  • 1. On all our oers, agreements and all commitments resulting thereof, and as far as not provided for in the current stipulations, Belgian Law applies exclusively.
  • 2. For all disputes resulting from our ours and/or agreements the district court of Hasselt is exclusively competent.