TERMS AND CONDITIONS
1. General
1.1. These general terms and conditions apply to all sales concluded between HUBITOOLS SA, a company incorporated under Belgian law, registered with the B.C.E. under number 0479.730.524, and its Customers.
1.2. Notwithstanding article 1.1, they are not applicable to sales concluded with a consumer, i.e. any natural person acting for purposes which do not fall within the scope of his commercial, industrial, artisanal or liberal activity.
1.3. These general terms and conditions apply to the exclusion of the Customer's general terms and conditions, over which they take precedence. The special conditions mentioned in the offer or invoice issued by HUBITOOLS take precedence over the general conditions.
2. Orders
2.1. Only orders expressly accepted by HUBITOOLS are binding on HUBITOOLS. All accepted orders are subject to the present general terms and conditions.
2.2. The Customer has a period of 24 hours to cancel the order following its acceptance by HUBITOOLS. After this period, the accepted order is binding on the Customer.
3. Delivery, transfer of risk and acceptance
3.1. The date and/or time of delivery are given as an indication and are subject to the availability of stocks and/or to the deadlines imposed by HUBITOOLS' supplier. The Parties expressly agree that any delay in delivery may not be invoked by the Customer to cancel the order, suspend payment, obtain rescission of the contract or claim compensation from HUBITOOLS.
3.2. Delivery is deemed to have been made when the goods are handed over to the Customer or when the goods are collected from HUBITOOLS' premises by the Customer or a carrier acting on behalf of the Customer.
3.3. The transfer of risks takes place at the time of delivery of the goods.
3.4. Signing the delivery note or acknowledgement of receipt constitutes acceptance of the goods. By accepting the goods, the Customer acknowledges having received them in perfect working order and in accordance with the order.
3.5. In the absence of a signature, the Customer has a period of 8 calendar days from the date of delivery to notify HUBITOOLS, by registered letter or e-mail to info@hubitools.com, of the refusal of acceptance, failing which the goods will be presumed to have been accepted without reservation.
3.6. In any event, use of the goods by the Customer shall constitute acceptance.
4. Warranty against hidden defects
4.1. Goods sold by HUBITOOLS are guaranteed against defects in quality and/or conformity for a period of 1 year from the invoice date, provided that the defect was not apparent at the time of delivery. The warranty is excluded if the defect in quality and/or conformity is due, in whole or in part, to fault or negligence on the part of the Customer or a person for whom he is responsible.
4.2. After expiry of the period mentioned in article 4.1, HUBITOOLS can no longer be held liable for defects in quality and/or conformity of the goods.
4.3 In the event of application of the warranty provided for in article 4.1, the goods will be replaced, repaired or reimbursed, at the discretion of HUBITOOLS.
4.4. Any legal action relating to latent defects must be brought, at the latest, within 3 months of the discovery of the defect.
5. Returns
5.1. No goods may be returned unless the Customer has first submitted a request for return to HUBITOOLS and the request has been accepted by HUBITOOLS. The return request document will be provided by HUBITOOLS upon request (info@hubitools.com).
5.2. The cost of returning goods shall be borne by the Customer, unless the Customer demonstrates that the goods were defective in quality and/or conformity at the time of delivery.
5.3. The terms of return will be specified by HUBITOOLS once the return request has been accepted.
6. Payments and discounts
6.1. Unless otherwise stated on the offer or invoice issued by HUBITOOLS and subject to the intervention of the credit insurance taken out by HUBITOOLS, invoices are payable within 30 days of their issue.
6.2. In the event of late payment on the due date, the outstanding balance will be increased, ipso jure and without prior formal notice, by late payment interest of 1% per month started and a fixed indemnity equal to 15% of the outstanding amount, but not less than €150.
6.3. The Customer may under no circumstances delay or suspend payment of an invoice, even in the event of application of articles 3.5 and 4.1.
6.4. The Customer may only withhold a discount with the express agreement of HUBITOOLS. In this case, and unless otherwise stated on the offer or invoice issued by HUBITOOLS, the Customer is entitled to retain 1% of the invoice amount, provided that payment is made within 10 days of its issue.
6.5. HUBITOOLS' express agreement to withhold a discount does not extend to future sales concluded between the Parties. Any agreement on the principle and conditions of the discount may be terminated and modified for future orders from the Customer.
7. Price adjustment
7.1. HUBITOOLS may adjust its prices without prior notice, in particular in the light of changes in the consumer price index, manufacturers' and suppliers' prices or any change in customs tariffs, taxes and levies imposed by any authority whatsoever.
7.2. Article 7.1 does not apply to framework agreements or orders confirmed by HUBITOOLS.
8. Reservation of title
8.1. Without prejudice to Article 3.3, the goods delivered remain the property of HUBITOOLS until full payment of the price and all accessories, including interest for late payment and compensation due pursuant to Article 6.2. Until full payment, the Customer may not resell or pledge the goods without the prior written consent of HUBITOOLS.
8.2. In the event of non-payment on the due date, HUBITOOLS reserves the right to take back the goods, at the Customer's expense and without prior notice. The Customer authorizes HUBITOOLS or the carrier appointed by HUBITOOLS to enter its premises to take back the goods.
8.3. The Customer undertakes to notify HUBITOOLS immediately of any seizure made by a third party on the goods for which HUBITOOLS has a reservation of title. The Customer undertakes to inform HUBITOOLS of the name and address of any third party purchaser at the request of HUBITOOLS.
9. Suspension and termination of the contract
9.1. HUBITOOLS reserves the right to terminate the sale, ipso jure and without prior notice, in the event of bankruptcy, notorious insolvency, judicial reorganization proceedings or any change whatsoever in the Customer's legal situation.
9.2 In the event of total or partial impossibility of performance due to force majeure or unforeseeable circumstances (including, but not limited to, any strike, war, riot, mobilization, epidemic, bad weather, shortage of materials or means of transport, fire, etc.), HUBITOOLS is entitled to suspend performance of the contract until such impossibility ceases to exist.
9.3. If the impossibility of performance referred to in article 9.2 is definitive, the contract shall be terminated ipso jure.
9.4. In the cases referred to in articles 9.1 to 9.3, no compensation may be claimed from HUBITOOLS by the Customer.
10. Limitation of liability
10.1. HUBITOOLS may only be held liable for serious breaches of the contractual provisions for which it can be shown to be directly responsible.
10.2. HUBITOOLS shall not be liable to compensate for any indirect loss or damage, loss of sales, consequential loss or damage, immaterial loss or damage, or loss or damage the occurrence or development of which HUBITOOLS cannot control, irrespective of the basis of HUBITOOLS' liability (contractual, extra-contractual, legal, regulatory, etc.).
10.3 In any event, the amount of compensation to which HUBITOOLS would be liable is limited to the amount of the price paid for the disputed delivery.
11. Warnings, labels and instructions
11.1. The Customer undertakes not to lose, remove, alter or damage any warnings, labels, instructions, labels, manuals, packaging or other information (hereinafter "Instructions") appearing on or attached in any manner or form whatsoever to the goods.
11.2. The Customer undertakes to supply the Instructions with the goods when they are resold. The Customer shall not modify the goods in any way and/or use Instructions other than those supplied by HUBITOOLS.
11.3. The Instructions referred to in Article 11.1 may not be used for products other than those supplied by HUBITOOLS.
12. Intellectual and Industrial Property
12.1. No transfer of patent, trademark, model, design, copyright or any other intellectual or industrial property right may be inferred from these general terms and conditions or from any other contract or document binding the Parties or exchanged by them.
12.2 HUBITOOLS shall not be held liable for the infringement or illegal use of patents, trademarks, models, drawings, copyrights or any other intellectual or industrial property rights by the Customer.
12.3 The Customer shall refrain from reproducing or representing the products marketed by HUBITOOLS, their packaging, instructions for use, as well as the images, trademarks, logos and other signs that may identify them, without prior written authorization from HUBITOOLS.
13. No distribution contract
Unless otherwise agreed in writing, no order, considered in isolation or in conjunction with others, shall be construed as giving rise to a distribution, agency or concession contract between HUBITOOLS and the Customer.
14. Severability
The invalidity or inapplicability of one of the clauses of these general terms and conditions shall not affect the validity or applicability of the other clauses.
15. Protection of personal data
15.1. The Customer's personal data are used to execute the contract binding the Parties and to meet HUBITOOLS' legal and accounting obligations. In addition, the Customer authorizes HUBITOOLS to use the Customer's data (name, surname, first name, e-mail address, telephone number) in order to offer products directly to the Customer that may meet the Customer's needs.
15.2. If the Customer is a natural person, he/she has the right to request consultation of his/her data at any time and to object free of charge to the processing thereof, unless the processing is necessary for the performance of the contract binding the Parties or for compliance with a legal obligation. The customer has the right to correct, complete or delete, free of charge, any data that is incorrect, incomplete or irrelevant. To this end, he may send his request to info@hubitools.com.
15.3. Data will be kept for 10 years.
15.4. Where the Customer is a natural person, he has the right to lodge a complaint concerning his data with the Data Protection Authority or any other competent authority under Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
16. Applicable law and jurisdiction
These terms and conditions are governed exclusively by Belgian law. Any dispute between the Parties shall be brought before the courts of the judicial district of Brussels, ruling in the French language.