SECTION 1. General
1.1. Application and shareability Only these general terms and conditions are subject to explicit, written deviation, applicable to all quotations, order forms, order confirmations, agreements, invoices and all other contractual relationships between YOUR LINE-LINE and the Customer, regardless of the qualification of these relationships, to the exclusion of all previous contractual agreements. These general terms and conditions of sale take precedence over information, announcements or statements on the website, in the catalogs or in other commercial literature and on any general or special terms and conditions of the Customer. The invalidity, invalidity or non-applicability of one or more provisions of these general terms and conditions on the basis of a mandatory provision of the law does not bring the invalidity, invalidity or inapplicability of the other provisions of these general terms and conditions.
1.2. Acceptance With the creation of an account on the website of YOUR AFSLANKLIJN, with placing an order with YOUR AFSLANKLIJN or with the signing of one of the type agreements described in section 2, the Client joins these terms and conditions and accepts them.
1.3. Changes YOUR AFSLANKLIJN reserves the right to unilaterally change these general terms and conditions. The changes to these general terms and conditions are binding and are deemed to be accepted as soon as they are notified to the Client and subject to written protest or reservation by the Client within eight calendar days from the aforementioned notification.
1.4. Contract authority The representatives, agents or in any way appointed person of JOUW AFSLANKLIJN are not authorized to conclude any agreement without an agreement of the manager of JOUW AFSLANKLIJN.
1.5. Specifications, quotation, offer and order All information, announcements or statements on the website of YOUR AFSLANKLIJN or in all commercial literature are only of an informative nature and do not constitute a binding offer on the part of YOUR AFSLANKLIJN. An offer, quotation, offer or non-accepted order is never binding with regard to YOUR LINE. Only an explicitly accepted order or a mutually agreed contract in writing gives rise to any obligation on the part of YOUR SLIP LINE. Upon acceptance of the order from the Client by YOUR AFSLANKLIJN through an order confirmation, both parties are bound. An offer of a type agreement signed by the Customer is only binding with regard to YOUR LINE-DOWN LINE after acceptance and counter-drawing through contract confirmation, after which both parties are linked. Orders can only be canceled if the delivery has not yet taken place and with payment of a fixed compensation for administrative processing costs of € 25 per canceled order.
1.6. Product and Price The Product descriptions on the website or in commercial literature can always be changed by the seller. Non-essential features may always be adjusted by the seller after ordering Products. Such adjustment will never result in a non-conformity with regard to delivery and the Customer waives any claim in this regard. Non-essential characteristics are the Product characteristics that are not determinative of the intended use and whose modification does not make the Product unsuitable for this use. The applicable price for a Product is that which is stated on the website of YOUR AFSLANKLIJN at the time of the order and in the order confirmation. The prices stated on this website and in the order confirmation have priority over the prices indicated in commercial literature. The prices are exclusive of VAT. and are subject to changes depending on the necessities of YOUR AFSLANKLIJN.
YOUR AFSLANKLIJN is entitled to request advances and to impose guarantees.
1.7. Risk, Delivery and indemnification The Products are delivered as described in the order confirmation. Delivery is deemed to take place ex works in the warehouses at the registered office of YOUR AFSLANKLIJN, unless otherwise agreed in writing, unless agreed otherwise in writing and in writing. From the availability of the Products in the warehouses of JOUW AFSLANKLIJN, JOUW AFSLANKLIJN has met its delivery obligation. The risk of damage and destruction of the Products in question is transferred from YOUR LINE-UP LINE to the Client from the moment of delivery, so as soon as the goods are made available to the Client in the warehouses of the registered office of YOUR LINE-UP LINE .
If it is expressly agreed that YOUR SLIMMING LINE will deliver the Products in question to a location in Belgium other than ex works, the resulting
e shipping and transport costs charged to the Customer. These costs are not included in the price. In that case, the risk passes as soon as the Products in question leave the registered office of YOUR AFSLANKLIJN. Delivery with regard to a Customer that has its registered office outside Belgium always takes place ex works.
The indicated delivery times are purely indicative and therefore not binding, unless explicitly agreed otherwise in writing. Exceeding the indicative delivery period cannot give rise to compensation or any other claim from the customer and does not affect the legal validity of the agreement. Delivery is considered as acceptance of the delivered Products, so that at the time of delivery the visible defects are covered and also, subject to immediate, written notification, the delivered goods are deemed to conform to the order confirmation. YOUR AFSLANKLIJN only owes indemnification for serious, hidden defects in the goods arising from raw material and / or manufacturing defects, excluding all other causes, and which, at least in the bud, existed at the time of the conclusion of the agreement. Any legal claim for indemnification on the part of YOUR LINE-LINE due to defects in the goods must be brought before use, processing and / or processing or resale thereof, and in any event within the month after the order, this period being an expiry period and thus not susceptible to interruption or suspension. The indemnification obligation that YOUR AFSLANKLIJN might take is in any case limited to the free replacement of the affected Products. Relocation costs and costs associated with the transport of the defective goods, made within the framework of their free replacement or repair, as well as any (dis) assembly and / or installation work in that connection, are always borne by the customer.
Damage such as loss of production, loss of time, loss of profit, damage to third parties, etc., caused by the defective goods, is never eligible for compensation by YOUR LINE-DOWN LINE. YOUR AFSLANKLIJN undertakes, without prejudice to what precedes, only to replace a Product in the event of non-compliant delivery or hidden defects, on condition that the non-conformity or the hidden defect of YOUR AFSLANKLIJN is reported in writing upon delivery or within eight calendar days from the discovery of the hidden defect. Visual differences between any depicted Products and the delivered Products can never be considered as cases of non-conformity, hidden or visible defects. The guarantee expires in the event of improper use of, incorrect storage of or any change to a Product that could lead to non-conformity or defects, unless the Customer proves otherwise.
1.8. Retention of title The Products delivered by JOUW AFSLANKLIJN remain the property of JOUW AFSLANKLIJN at the time of purchase / sale until full payment of the sale price, more possible costs and adherence, notwithstanding the prior risk transfer.
All claims that the Customer owns with regard to the goods delivered under retention of title, or that will be obtained in the future, against any third party (eg third-party customer, a third party who damages or destroys the aforementioned goods, an insurer, etc.) from legally transfer to the YOUR LINE LINE as long as his claim with regard to the prize and her adherence are not fully met. The Client is thereby obliged to notify the debtor of this claim to the transfer of the claim in question as well as to submit proof of this notification to the YOUR LINE-DOWN LINE. YOUR AFSLANKLIJN can also notify the debtor in question of the assignment of the claim; however, the possibility to do so under YOUR LINE-DOWN LINE does not affect the notification obligations with regard to the customer.
1.9. Liability YOUR AFSLANKLIJN is only liable to the customer in the event of intent or gross negligence, being a violation of the most essential rules of the art in question.
1.10. Intellectual property All designs, taste types, designs, domain names, logos, marks, trade names, company names, compositions and all other technical, visual, commercial and other specifications of all types remain the intellectual property of YOUR AFSLANKLIJN at all times.
1.11 Payment Unless otherwise agreed in writing, unless there is a deviation in these general terms and conditions or unless otherwise stated on the relevant invoice, the price is payable in cash upon delivery of the Products or other goods. The price is affordable at the registered office of YOUR AFSLANKLIJN. Bank charges are charged to the
customer.
In the event of non-payment, on the due date of the debt, of the price, or the outstanding balance thereof, this / this will be increased by a compensation of 10% of this price or balance (with a minimum compensation of 100 EUR), which corresponds to the nuisance that YOUR SLIMMINGLINE thus undergoes, and to the administration costs incurred in this regard. This is not a reimbursement for any lawyer's fees for collection. In addition, the price or the outstanding balance thereof can then also be increased with conventional delay interest at 10% per year from the due date. These continue until the date of payment, even though a collection procedure has since been started in court. The compensation and conventional interest referred to above are due by operation of law without any reminder being required. The conventional delay interest is settled per month started.
The non-payment, ie the partial, of the price on the due date of the debt, makes the balance owed of all other debts, not even due, legally and without prior notice immediately due. If the customer has several overdue debts in respect of YOUR SLIMMING LINE, then the partial payment is made by the YOUR SLIMMING LINE. If the YOUR LINE-DOWN LINE does not take any initiative in this regard, the allocation to that debt will be made, of which the YOUR LINE-LINE LINE has the greatest interest in being satisfied. Drawing and / or accepting bills of exchange or other negotiable documents does not entail a renewal of debt and does not constitute a deviation from the contract conditions. Protests against an invoice must be formulated in writing by the Customer within 8 days after the invoice concerned has been sent. A protest formulated after the expiry of this period is considered non-existent. A protest formulated in a timely manner does not give the customer the right to withhold payment. YOUR AFSLANKLIJN proves irrefutably the sent and received by the customer of his invoice by the mention of this invoice in his outgoing invoice book, all this without prejudice to the right of YOUR AFSLANKLIJN to provide other means of evidence available to him to turn. All costs, including the fees of a lawyer, made to collect the price and its claim, are recoverable from the customer.
1.12. End of agreements
1.12.1. Cancellation At all times YOUR LINE-DOWN LINE is entitled to cancel the agreements between the parties, without giving reasons and without being obliged to pay any compensation, but provided that a notice period of at least one month is observed.
1.12.2. Resolutive condition In the event of death, bankruptcy or any other situation in which the assets of the Client and / or his company are liquidated, the agreements between YOUR AFSLANKLIJN and the Client automatically and legally terminate with an obligation on the part of the Client to compensate all damage suffered by YOUR SLIMMING LINE, fixed at a flat rate of € 500, subject to proof of greater damage and subject to deviation in these general or special conditions.
1.12.3. Explicit Terminating Clause In the event of a contractual breach on the part of the Customer (including, but not limited to, the non-payment or late payment of your invoicing of YOUR AFSLANKLIJN, the violation of the exclusivity obligation, the violation of the non-competition obligation, refusal of passing on the information to be provided to YOUR YOUR SLIM LINE according to these general and special conditions, refusal to provide the guarantees requested by YOUR LINE in the event of shocked confidence in the creditworthiness of the Client etc.), YOUR LINE right to terminate one or more agreements between YOUR AFSLANKLIJN and the Client with a simple notice, without prior notice of default and without judicial intervention or authorization, with an obligation on the part of the Client to compensate for all damage suffered by YOUR AFSLANKLIJN, estimated at € 500 , -, with pre like proof of greater damage and subject to deviation in these general or special conditions.
1.12.4. Refund The Client undertakes, unless otherwise stated in these general terms and conditions, at the end of an agreement under which modality and under which circumstances also the goods that are (still) the property of YOUR AFSLANKLIJN and / or those relating to the relevant type agreement return goods to YOUR YOUR SLIM LINE within two business days after the termination, by handing over at the registered office, unless YOUR LAP LINE explicitly waives this in writing. In the absence of prompt return, the Client will owe compensation
amount of € 250 per day of delay.
1.12.5. Exclusion of the right to suspend The Client expressly declares to renounce the exercise of the non-execution exception pending the treatment, settlement or trial of any and all disputes and is therefore never entitled to withhold payment of (the balance of) the price, whatever the circumstance may be.
1.12.6. Force majeure Force majeure includes: war, riot, strikes, disasters, accidents and all causes not attributable to YOUR SLIMMING LINE, which are the supply and / or production and / or means of transport of YOUR SLIMMING LINE or the deliveries by YOUR SLIMMING LINE prevent or hinder. Force majeure on the part of YOUR AFSLANKLIJN grants it the right - subject to mere notification to the customer - to suspend the performance of its obligations for as long as the force majeure situation persists or to consider the agreement dissolved - and this without obligation to compensate the customer - when the situation of force majeure makes the performance of its commitments definitively impossible or useless. The aforementioned suspension of the implementation of the obligations of YOUR AFSLANKLIJN therefore does not affect the legal validity of the agreement and does not give the Customer any claim (eg dissolution of the agreement, withholding of payment, price reduction, compensation, refusal of the goods ) on the YOUR SLIMMING LINE.
1.12.7. Applicable law and competent courts These general terms and conditions and all offers, order forms, order confirmations, agreements, invoices and all other contractual relationships between YOUR AFSLANKLIJN and the Client are governed in all parts exclusively by Belgian law with the exclusion of international treaties (eg Vienna Sales Convention) ).
In the event of a dispute between YOUR AFSLANKLIJN and the Client, only the courts of Antwerp have jurisdiction. If the value-judged dispute falls within its competence, the Peace Judge of the eleventh canton in Antwerp is competent.
In the event of a dispute between YOUR LINE-DOWN LINE and a Client whose registered office is outside Belgium and without a branch in Belgium, but where the Client is assisted and / or represented by a lawyer with a study in Belgium, this Client is always considered to be studying this choice of residential counsel to have done.
SECTION 2. Type agreements YOUR AFSLANKLIJN offers the type agreements described in this section, whereby certain benefits are granted to the Customer in exchange for a lasting and exclusive trade relationship. The special advantages include illustrative delivery of products under consignment, the affordable sale of a refrigerator, the free provision of a refrigerator, the free or non-free provision of a vending machine, the design and production of promotional material .... The type agreements are concluded by means of a specific document containing the special conditions applicable to the type agreement in question. The type agreements described in this section are not exhaustive, in other words, other type agreements can be entered into, in which case these general terms and conditions apply in their entirety, except for inability, in which case the special conditions in the specific document prevail. These general terms and conditions in the other sections apply without prejudice within the framework of this section, as well as in particular with regard to orders, prices and deliveries, subject to non-viability, in which case the conditions in this section prevail and subject to express deviation in this section or in special conditions.
2.1. Common provisions on all type agreements
2.1.1. Exclusivity The Customer undertakes to purchase only from YOUR AFSLANKLIJN Products from YOUR AFSLANKLIJN, from 'SHAPE ESSENTIALS', 'EASY SLIM' or any and all other similar products and goods, including but not limited to: not to purchase sports nutrition, sports drinks, food supplements, vitamins, protein bars and protein milk shakes and similar products from third parties, on pain of compensation for all damage suffered by YOUR SLIMMING LINE as a result, estimated at € 12,500 per established infringement, subject to reservation of greater damage.
The Customer declares that he / she is not bound by any exclusivity obligation, whatever the qualification may be, with a third party in respect of these products and goods or any agreement that could prevent the execution of the agreements with YOUR LINE-DOWN LINE.
The Client undertakes not to advertise, perform or promote advertising in or around its premises and facilities for the benefit of competitors of YOUR AFSLANKLIJN, or to
n benefit of any other producer, manufacturer, seller and the like of products similar to those of YOUR SLIMMING LINE (including but not limited to: sports nutrition, sports drinks, food supplements, vitamins, protein bars and protein milkshakes and similar products).
2.1.2. Non-competition The Customer undertakes to refrain from competing in any form whatsoever with YOUR LINE-LINE, both during the duration of the agreements with YOUR LINE-LINE, and for a period of five years after the end of agreements with YOUR SLIMMING LINE, by running a competing activity yourself or by cooperating with it, whether or not in a subordinate context, in whatever way, under penalty of compensation for all damage suffered by YOUR SLIMMING LINE as a result, estimated at € 12,500 as a lump sum per established infringement, subject to evidence of greater damage. The Client also undertakes to abstain during the term of the agreements and to approach the commercial partners and technical partners of YOUR AFSLANKLIJN directly or indirectly for five years thereafter, under penalty of compensation for all damage suffered by YOUR AFSLANKLIJN as a result. estimated at € 12,500 per established infringement, subject to evidence of greater damage, also subject to legal prosecution for third-party complicity on the part of the Client for the breach of contract with respect to YOUR LINE LINE-LINE.
2.1.3. Confidentiality The Client undertakes at all times to provide all non-publicly accessible information with regard to YOUR SLIMMING LINE, its products and activities (such as, but not limited to) that the Client receives or that the Client otherwise possesses comes within the framework of and / or for the duration of this agreement with regard to production techniques and processes, the identity of contractors, suppliers, manufacturers, technical data etc.) to be kept secret and not to be used for themselves and all documents and carriers to safely store away such information from third parties, on pain of compensation for all damage suffered by YOUR SLIMMING LINE as a result, estimated at € 12,500 per established infringement, subject to proof of greater damage.
2.1.4. Transfer Business
Upon transfer of his business, the customer will stipulate the continuation of the current agreements with the transferee.
2.1.5. Right of inspection YOUR AFSLANKLIJN has the right to visit the premises of the Customer, including the places that are not publicly accessible, in order to ascertain the punctual performance of the commitments by the Customer.
2.2. Provisions specific to certain type agreements
2.2.1. Consignment agreement In accordance with a consignment agreement, YOUR AFSLANKLIJN makes its Products available to the Customer who undertakes to offer them to its own clientele, possibly in a Ground Display, likewise consigned and supplied by YOUR AFSLANKLIJN, so that the Client does not have to stock up to finance.
The consigned Products remain the property of YOUR AFSLANKLIJN at all times until full payment of the price after the purchase option has been checked. The Customer is responsible for maintaining in good condition the maintenance of and minor repairs to these Products. The Customer undertakes, where applicable, to only fill the Ground Display with Products from YOUR SLIMMING LINE, to punctually supplement it and keep it filled, and to place it visibly and orderly in its premises. The Client takes care of possible brand or image damage to the detriment of YOUR SLIMMING LINE and its Products by an inappropriate, sloppy, dirty or otherwise harmful presentation of the Products of YOUR SLIMMING LINE. YOUR AFSLANKLIJN rejects all liability with regard to any and all damage to the customer or third parties, possibly caused by the confined Products.
At the start of the consignment agreement, an inventory of the goods to be consigned is drawn up in the document with which this agreement is entered into. This inventory can always be changed afterwards by mutual agreement and by writing a new inventory.
The Customer orders electronically via the "online dealer shop" on the website of YOUR AFSLANKLIJN (www.jouwafslanklijn.be), in writing or by telephone the Products that the Client wishes YOUR DRAWNER LINE to make available through consignment. The prices indicated on the website apply and are subject to change. The order is final as soon as YOUR LINE-OUT LINE directs an explicit written order confirmation to the Customer.
As soon as YOUR AFSLANKLIJN receives an order, the corresponding Product from the established inventory is g
to be sold to a third-party buyer and this Product is invoiced. The newly ordered Product then takes the place of the originally consigned Product. This proceeds as follows. The Products are encumbered with a purchase option for the benefit of the Customer. Until the moment the option is selected, the Products made available remain the property of YOUR LINE. The Client undertakes, without prejudice to what is stated in Article 1.8, under YOUR LINE-DOWN LINE, as well as the ownership of the Ground Display to inform any third party when the situation so requires, in particular when seized by third parties and in any coincidence situation. The Client undertakes not to remove all license plates (labels, logos and the like) affixed by YOUR SLIP LINE. The Customer is liable for all damage caused during the making available to the Products, also for the destruction thereof.
The Client undertakes to make efforts to find Buyers for the Products made available and to promote and sell these Products. Prior to the sale of a Product made available by the Customer to the Buyer, the purchase option is automatically and legally lifted by the Customer to YOUR LINE. From the lifting of the purchase option, the price applicable to the relevant Product is due. The applicable price is the one that applies at the time when an order is placed with YOUR AFSLANKLIJN to supplement the inventory or at which the sale to the Buyer is notified to YOUR AFSLANKLIJN in another way.
The Products and the Ground Display are only intended for the sale and promotion of the Products, respectively, within the premises of the Customer. The Customer undertakes not to remove the Products from his premises and not to use them for other purposes.
The Consignment Agreement applies for an indefinite period of time and can be canceled at the end of each three-month period, counting from the conclusion of the agreement, provided that a minimum of fifteen calendar days' notice is given. As soon as YOUR AFSLANKLIJN sends or receives the cancellation on behalf of the Customer, or when this consignment agreement ends in any way whatsoever, YOUR AFSLANKLIJN picks up the Ground Display and the remaining Products according to inventory, checks are made of the missing Products and therefore considered as sold and a final settlement is made.
2.2.2. Off-take agreement With this agreement, exclusivity is of the utmost importance. This exclusivity is, except for deviation in special conditions, complete - the Parties can agree that the Customer distributes a number of exhaustively named brands - and is determined in the specific document with which this type agreement is entered into. The Customer may undertake to purchase periodically a certain amount of Products from YOUR SLIMMING LINE, expressed in an annual financial quota. Achieving this quota is an obligation of result on the part of the Customer. If the annual quota is not achieved, the Client owes YOUR AFSLANKLIJN a fee of 30% calculated on the deficit. This purchase agreement is not compatible with a consignment agreement. This agreement applies for a duration, laid down in the special conditions, laid down in the specific document with which this agreement is entered into. In the case of a definite duration, this agreement is always extended by the same duration as the original duration, subject to cancellation, at the latest 12 months prior to the expiry of the original duration or of each period of extension.
YOUR SLIP LINE may grant the Customer a special advantage, whether in return for payment or not, such as, illustratively, one or more Fridge (s) and / or Vending Machine (s) and / or promotional material to ... as further described in the special conditions laid down in the specific document with which this agreement is entered into.
YOUR AFSLANKLIJN will remain the owner of the Fridge or Vending Machine at any time, except in the case of sale and then up to the full payment of the sale price or other sold / leased / otherwise made available to the Customer by JOUW AFSLANKLIJN. material and the Client is obliged to return it in its original condition, with the exception of normal wear and tear, upon termination of the agreement, unless otherwise agreed, or if YOUR LINE-DOWN LINE refrains from returning it with simple, written notice. Every year at the simple request of YOUR AFSLANKLIJN, the Client submits the proof that timely maintenance is apparent.
The general and / or special sales conditions, inclusion
f the provisions contained therein with regard to indemnification, maintenance and repairs, user instructions, etc. are taken from the original seller, manufacturer or supplier of the Fridge or Vending Machine or other material sold / rented / made available to the Customer in another way by YOUR LINE-LINE , if available, attached to the specific document with which this off-take agreement is concluded and is deemed to form an integral part of it, together with these general terms and conditions, irrespective of whether the Refrigerator and / or Vending Machine and / or others have been sold by YOUR AFSLANKLIJN / rented / otherwise made available to the Client material is sold to the Client or made available free of charge or not. The Customer will always contact the original seller, manufacturer or supplier directly for any problem that arises with regard to defects or maintenance of the Refrigerator. YOUR AFSLANKLIJN is not here obliged to any intervention or indemnification and the Customer cannot claim YOUR AFSLANKLIJN, but YOUR AFSLANKLIJN is committed to loyal cooperation and assistance where required and reasonably to be expected. The Customer is responsible for the maintenance and repairs to the Fridge.
If YOUR AFSLANKLIJN produces promotional material for the benefit of the Customer, the following applies: deviations in size, weight, numbers, degrees, percentages, colors, etc., that fall within the usual tolerances, do not affect the legal validity of the agreement and grant the customer has no claim whatsoever (eg dissolution of the agreement, withholding of payment, price reduction, compensation, refusal of the goods) on YOUR LINE, just as the promotional material is not affected by any defect. After all, the delivery of promotional material is ancillary and secondary to the purchase agreement and is not a determining motive for entering into it.
If a minimum order quantity has been agreed and in deviation from article 1.12 of these general terms and conditions, the compensation in the event of unlawful termination of this agreement by or on behalf of the Customer (cancellation, whether or not judicial dissolution or otherwise) is that the Customer is bound for payment to YOUR AFSLANKLIJN of compensation, fixed at 40% of the proposed financial quota for the principle remaining duration of this agreement, with a minimum of € 500.
