Terms and conditions of sale and delivery – Business (B2B) If you are doing business with STEEL & BARNETT (B2B), including via our webshop www.STEELANDBARNETT.com, the following terms and conditions of sale and delivery apply: 

1.    Contractual basis
 These terms and conditions of sale and delivery apply to orders and purchases from STEEL & BARNETT. These terms together with the parties purchase agreement and STEEL & BARNETT’s offer, order confirmation and invoice constitutes the full agreement. If there is a conflict between STEEL & BARNETT’s order confirmation, the parties co-operation agreement and/or these terms and conditions they shall prevail in that order. The buyer’s terms and conditions of purchase shall not apply unless they are accepted in writing by STEEL & BARNETT. In case of conflict between the buyer’s terms and conditions and STEEL & BARNETT’s terms and conditions the latter shall prevail. 

2.    Conclusion of purchase agreement
 An order is not binding for STEEL & BARNETT before the buyer has received a written or electronic order confirmation from STEEL & BARNETT. If the order confirmation deviates from the buyer’s order and if the buyer will not accept such deviation, the buyer must in writing notify this to STEEL & BARNETT within 5 days from the receipt of STEEL & BARNETT order confirmation, but no later than 1 day before the delivery date. If the buyer cancel the order before delivery, but after having accepted STEEL & BARNETT’s order confirmation, the buyer shall cover all costs STEEL & BARNETT may have in relation to the cancellation, including – but not limited to – loss of profits. 
Offers from STEEL & BARNETT is only binding on STEEL & BARNETT, if STEEL & BARNETT receives an unqualified acceptance from the buyer within 8 days of the offer. STEEL & BARNETT's information on price, delivery, characteristics, capacity and technical data is purely indicative and does not constitute a warranty or guarantee. STEEL & BARNETT is not liable if the delivered products does not meet the buyer’s needs or purpose of use. 

3.     Prices 
All prices, including prices according to STEEL & BARNETT’s price lists, are daily prices excl. VAT, other public taxes and packaging for tranportation. STEEL & BARNETT is without notice entitled to change the price lists and catalogues. STEEL & BARNETT is entitled to adjust the price if the production and delivery costs as well as the costs to suppliers are increased by more than 5 % in the period from STEEL & BARNETT’s order confirmation and until delivery. If the buyer cannot accept the adjusted price, the buyer is in writing entitled to cancel the order within 8 days of the notification of the adjustment. STEEL & BARNETT prices are per unit and based on purchase in full packaging units. A fee will be invoiced in case of breackage of the packaging unit. 

4.    Terms of delivery
The buyer is in due time obligated to notify STEEL & BARNETT of the means of transportation. If STEEL & BARNETT does not recivie the notificiation in due time, STEEL & BARNETT is entitled to choose the means of transportation at the buyer’s risk and expense. In the event that the delivery is delayed, STEEL & BARNETT is obligated to inform the buyer of the delay. The buyer cannot put forward any claims, including economical claims, against STEEL & BARNETT due to the delay, but the buyer is entitled to cancel the purchse, if the delay is more than 60 days from the agreed delivery date. However, the buyer is not entitled to cancel the purhcase if the delay is due to force majeuere, the buyer’s fault or the carrier’s fault. In the event that the buyer does not take delivery at the agreed delivery date, including breach of the obligation to collect the goods, STEEL & BARNETT is entitled to terminate the agreement and claim damages. Furthermore, STEEL & BARNETT is entitled resell or store the goods at the buyer’s risk and expense. Return of goods and packaging can only take place by prior written agreement, and only with an applied STEEL & BARNETT return order number, and will be at the buyer’s expense. Pallets, boxes or other packaging, which are charged separately, will not be credited. Does the return arrive without a clearly written return order number, STEEL & BARNETT will refuse to accept the shipment. 
A return shipment will be approved by STEEL & BARNETT, when the following criteria are met:
- You can return 25% of your first order. This is once only within a period of 6 months after your  first purchase. (e.g. : first order contained 40 items = you can return 10 items )
- To be eligible for a return, your item must be unused and in the same condition that you received it.
- Returns are only accepted with a new order. This order contains twice the number of items than what you return. (e.g. 10 items returned = 20 items in new order.
-  Returns are requested through the local agent or via service@steelandbarnett.com
STEEL & BARNETT’ handling of the shipment.The customer will be asked to pick up the refused items, which must be done within 2 weeks. If the item will not be picked up within 2 weeks, STEEL & BARNETT will destroy it. 

5.     Terms of payment
The terms of payment is net 30 days. In the event of late payment an interest of 15 percent per commenced year will be added, until payment is made. In addition, the amount will be increased with a fixed compensation of 10% of the full invoice amount, with a minimum of € 75.The buyer is not entitled to offset all or part of the purchase price, and any notice of lack of conformity in accordance with section 7 does not entitle the buyer to withhold the purchase price. If the buyer breaches one or more of the mentioned obligations, including the obligation to pay the purchase price, STEEL & BARNETT is entitled to cancel the agreement, sell the goods at the buyer’s expense to a third party and/or claim damages. STEEL & BARNETT is entitled to claim damages for its losses, including indirect losses. 

6.     Retention of title
 Subject to the restrictions imposed by mandatory law, the goods shall remain the property of STEEL & BARNETT until the entire purchase price plus the accrued costs has been paid to STEEL & BARNETT. This retention of title clause is still in force, if the goods will be used in the buyer’s products or mixed with the buyer’s goods of other suppliers. In that event the retention of title shall comprise the transformed or procssed product to an extent equal to the value represented by the sale from STEEL & BARNETT. The buyer is obligated to keep the goods insured against theft, burglary, fire etc. as long as the goods are covered by this retention of title clause. 

7.     Notice of lack of conformity
Any notice of lack of conformity shall be submitted within 8 days from receipt of the goods. If the defect is non-visible a notice of lack of conformity shall be submitted within 8 days from the date the buyer becomes aware or should have become aware of the lack of conformity. Despite the above mentioned, the buyer is obligated to submit a notice of lack of conformity to STEEL & BARNETT in such a timely manner that STEEL & BARNETT will be able to submit notification to the carrier, if STEEL & BARNETT has been responsible for the transportation and the defects on the goods are due to the transportation. STEEL & BARNETT cannot be held liable, if the buyer does not submit a notice of lack of conformity in due time. Prior to returning the goods, STEEL & BARNETT shall accept the complaint. A notice of lack of conformity shall be in writing and contain a precise indication of the defects. STEEL & BARNETT is not liable in the event of defects, damages or wears occurs due to improper use, breach of instructions and guidelines, improper assembly by the buyer, changes made to the goods by the buyer or repairs that the buyer has done incorrectly, lack of maintenance and common wear and tear. STEEL & BARNETT is not liable for other direct or indirect costs due to defects in one of STEEL & BARNETT’s products. 

8.     Limitation of liability 
STEEL & BARNETT is liable under the general rules of Belgian law. However, STEEL & BARNETT cannot be held liable for the buyer’s indirect losses, including – but not limited to – loss of business, loss of profits, loss of goodwill or any other incidental loss. STEEL & BARNETT’s liability is any event limited to the value of the goods supplied. 

9.    Force majeure 
STEEL & BARNETT cannot be held liabale if the failure to fulfil its obligations is due to a reason beyond STEEL & BARNETT’s control, such as strikes, lock-outs, export or import bans, embargos, delayed or inadequate delivery of materials from subcontractors, unexpected stop of production, lack of energy ressources or transport, hacker attacks, unforeseen downtime on systems, seizures and other similar circumstances. In case of force majeure, STEEL & BARNETT is entitled to extend the delivery time accordingly or to cancel the agreement. Save as if the agreement is canceled, the parties is obligated to fulfil the agreement upon the cease of the force majeure event. Both parties are entitled to cancel the agreement if the force majeure event occurs for more than 3 months. 

10.    Product liability
Subject to the restrictions imposed by mandatory law, STEEL & BARNETT is only liable for damage caused by products to persons or property if it is proved that the damage is due to defects or negligence on a product supplied by STEEL & BARNETT and it is proved that 
1) the product is defect, 2) the damage is due to the defect, and 3) there is causal link between the defect and the damage. Furthermore, STEEL & BARNETT is not liable for damage to real estate and damage to chattels that occurs while the product is in possession of the buyer. STEEL & BARNETT is as well not liable for damage on products that is manufactured by the buyer and in which the product supplied by STEEL & BARNETT is included. The buyer is obligated to indemnify STEEL & BARNETT if STEEL & BARNETT is held liable and the liability is beyond the liability described above. The buyer is obligated to have a product liability insurance covering any product liability that may be claimed against the buyer without recourse against STEEL & BARNETT. The buyer is obligated to accept a legal action brought against the buyer at the same court or arbitration tribunal that is processing an action against STEEL & BARNETT regarding product liability. 

11.    Intellectual property 
STEEL & BARNETT has the exclusive right to all copyrights, design rights, trademark rights and other intellectual property rights (registered as well as non-registered) that is used, created or contained in or arising as a result of or in connection with the delivery of STEEL & BARNETT’s goods. 

12.     Online purchase
By using www.STEELANDBARNETT.com, the buyer accepts that STEEL & BARNETT is using cookies. A cookie is a small text file that is stored on the buyer’s computer in order to keep track on the buyer’s actions on the webpage and in order to recognise the computer. A cookie is not a program and it is does not contain any viruses. 

13.     Governing law and jurisdiction
Trade between the parties are subject to Beglian law. Any dispute that may arise in connection with the parties trade shall be settled by a Belgian court with the District Court of Ghent as first instance.
 

UNILIV BV

VAT : BE0659.917.130

Donkstraat 110

9990 Maldegem

Belgium

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