1.1 The present general terms and conditions (hereinafter “T&Cs”) are applicable to all orders placed with the public limited company SA ISOHEMP (hereinafter, “ISOHEMP”):
Rue du Grand Champ, ZI, Nov. 18, 5380 Fernelmont, Belgium
BCE no.: 0845.548.604.
Tel.: +32 (0)81 39 00 13
1.2 The T&Cs are attached to the offer at the time of ordering and are available online on the website http://www.isohemp.be/cgv/ (hereinafter, the “Site“). They are deemed to have been acknowledged and accepted in their entirety, with the purchaser (hereinafter, the “Customer”) waiving the right to invoke his or her terms of purchase; either by the Customer’s signature on all documents referring thereto, or by the absence of opposition by the Customer within seven (7) days following receipt of the first document bringing them to his or her knowledge. They cannot be contested in the case of ongoing commercial relations.
1.3 The contractual relations between ISOHEMP and the Customer are governed by these T&Cs. The T&Cs prevail over all other clauses and conditions that may appear in any type of document provided by the Customer or otherwise. No exceptions can be made to them without the express written consent of ISOHEMP.
- PRODUCT CHARACTERISTICS
2.1 ISOHEMP specialises in the manufacturing, marketing and exporting of 100% natural insulating blocks made from hemp or lime, as well as derived products used for their manufacturing and implementation (hereinafter, the “Product”). Further information about the Product can be found on the Site.
2.2 The Product(s) is/are acquired through the ordering system described below (cf. point 3)
- CONDITIONS OF ORDERING
3.1 An order form is produced by ISOHEMP based on the information provided by the Client. This order form is valid for one (1) month following its date of issue.
3.2 Any changes to the order may lead to a price revision.
3.3 The prices quoted in the order form are only for the supply of the products described in the order form, excluding any others which, if subsequently ordered by the Customer, shall be invoiced to him or her in addition to the initially stated price.
3.4 When the Customer sends the signed order form, the order becomes irrevocable and final for the Customer and entails the obligation to pay. An electronic signature commits the Customer in the same way as a handwritten signature.
3.5 Only legal and natural persons with legal capacity and resident in a Member State of the European Union can order the Product(s). Any order not meeting these conditions may be cancelled by ISOHEMP.
3.6 Articles 10.2 and 11 of the T&Cs shall only concern natural persons acting for purposes which fall within the scope of their commercial, industrial, craft or professional activity in accordance with Article I.1 2° of the Belgian Code of Economic Law (hereinafter the “Consumer Customer”), to the exclusion of natural or legal persons acting for purposes which fall within the scope of their commercial, industrial, craft or professional activity (hereinafter “Professional Customers”).
- PRICES AND TERMS OF PAYMENT
4.1 The Customer placing the order is responsible for the payment of the invoice, even if the invoice is to be drawn up in the name of a third party.
4.2 The prices indicated are shown in euros (EUR) and include all taxes (incl. tax) excluding postage and delivery. The cost of postage and delivery may vary depending on the number of Products ordered. The chosen method of delivery and the related costs are added during the ordering process.
4.3 Payment for the Product(s) is made upon receipt of the invoice, by bank transfer to the account number indicated by ISOHEMP on the order form.
4.4 Unless expressly stated otherwise by ISOHEMP on the invoice or order form, the Customer makes the payment within a period of fifteen (15) calendar days following the date of issue of the invoice.
4.5 If the services are interrupted at the Customer’s request, the down payment and other amounts already advanced are not refundable.
4.6 In the event of failure to pay on the date set out in point 4.4 of the T&Cs or, if applicable, on the order form or invoice, ISOHEMP reserves the right, without prior notice and even after partial fulfilment of an order, to: (i) suspend the performance of services without notice, without such suspension constituting termination; (ii) immediately demand all outstanding amounts; (iii) demand a fixed compensation sum of 15% of the outstanding amounts, of a minimum of 60 EUR; (iv) demand interest at a contractual rate of 12% per annum on the outstanding amounts; (v) cancel the order and collect the Product(s). In the latter case, any down payments made shall remain the property of ISOHEMP.
4.7 All payments made by the Customer shall take place without discount or compensation and shall be made to an account opened in the name of the ISOHEMP company.
4.8 Any legal costs and expenses incurred by ISOHEMP in recovering outstanding amounts shall be refunded by the Customer.
- DELIVERY AND ACCEPTANCE
5.1 Delivery is made either:
by a carrier to the place indicated on the order form by the Customer;
from the factory whose address is indicated on the order form in accordance with the incoterm 2010 Ex Works (EXW).
5.2 The indicated delivery times start from the moment when the Customer receives the confirmation e-mail.
5.3 Unless expressly stipulated otherwise, the delivery time for the Product(s) is indicated at the time of ordering as a guideline. ISOHEMP makes every effort to ensure that delivery times are met.
5.4 In the case of delivery from the factory, the Customer gives notification of his or her visit to collect the Product(s) 24 hours in advance. The Customer is solely responsible for securing the load and for the maximum weight supported by the means of transport used. In no event shall ISOHEMP be liable for any loss or deterioration of the Product(s) during transport or any damage caused to the means of transport due in particular to possible overloading.
5.5 In accordance with the law and the incoterm 2010 Ex Works (EXW), the transfer of risks takes place at the time of delivery. It is the Customer's responsibility to verify the conformity of the Product(s) (condition, characteristics, absence of defects, quantity, etc.) at the time of receipt, in the presence of the carrier or, where applicable, a person designated for this purpose at the factory. Any dispute concerning the conformity of the Product(s) delivered must be indicated on the delivery note and communicated to the carrier or the person designated for this purpose at the factory, as well as to ISOHEMP.
5.6 The resale of the Product or the use of a part thereof automatically implies approval of the whole.
5.7 Without prejudice to point 11, any defects in a part of the delivery do not entitle the Customer to refuse the entire supply.
5.8 Without prejudice to the Consumer Customer’s right of withdrawal provided for in point 11, the Customer may refuse delivery of the Product, subject to:
- paying compensation of 20% of the order price;
- a just cause attributable to gross negligence by ISOHEMP.
Damage which does not render the Product(s) unusable and structural differences specific to lime and hemp materials are not considered as a just cause.
5.9 The Customer is obliged to provide the labour and equipment necessary to ensure unloading without risk or excessive delays. Any additional costs and charges incurred by ISOHEMP for the delivery and unloading of the Product shall be re-invoiced to the Customer.
5.10 Pallets may accompany the delivery of the Product(s). Pallets in good condition may be consigned by the Customer. In order to proceed with the consignment, the Customer visits the operating site indicated in point 1.1 within one year following the delivery date.
- RETENTION OF TITLE
ISOHEMP retains ownership of the Product(s) until full and effective payment of the price by the Customer. This provision shall not preclude the transfer of risks described in point 5.5.
7.1 Any change required by the Customer during the fulfilment of the order may lead to an extension of the delivery deadline and an increase in the agreed price. In addition, the agreed delivery deadlines are extended by any delay in the Customer providing the necessary items for the ISOHEMP orders or paying the agreed price.
7.2 A delay in the delivery of the Product may under no circumstances automatically give rise to the cancellation of an order and/or the cancellation of these T&Cs, or to the payment of any compensation whatsoever.
7.3 If staggered deliveries are planned, each of them shall be regarded as constituting a separate contract in such a way that events affecting one delivery shall not affect any subsequent delivery.
- INTELLECTUAL PROPERTY
Trademarks, trade names and other distinctive signs belonging to ISOHEMP remain the exclusive property of ISOHEMP. Unless expressly stated otherwise, ISOHEMP remains the sole owner of all intellectual property rights to these items. Consequently, the Customer undertakes not to use, register or cause to be registered any trademarks, trade names or distinctive signs belonging to or made available by ISOHEMP.
The Customer shall treat the information provided by ISOHEMP as confidential, except information that the latter has made public or information normally accessible to the public. Unless previously authorised in writing, the Customer shall not disclose to third parties, disseminate or use for any other purpose other than in the context of its collaboration with ISOHEMP, any confidential information relating to ISOHEMP’s activities, commercial strategy, business plans, customers or associated companies of which he or she may gain knowledge, either during or beyond the period of collaboration between them.
- LEGAL WARRANTY
10.1 In accordance with the law, the Customer benefits from a warranty on hidden defects provided for in Articles 1641 to 1649 of the Civil Code relating to hidden faults in the Product which make it unfit for purpose, or which reduce its use to the extent that the Customer would not have acquired it, or would have paid less for it, if he or she had known about them. These T&Cs do not affect these rights. However, the guarantee does not apply if ISOHEMP demonstrates that it was not aware of the existence of hidden defects.
10.2 In accordance with the law, the Consumer Customer benefits from the consumer goods warranty provided for in Articles 1649 bis to 1649 octies of the Civil Code. These T&Cs do not affect these rights. However, the warranty does not apply if the defect is caused by improper handling, deterioration or improper use of the Product by the Customer.
- RIGHT OF WITHDRAWAL
11.1 The Consumer Customer shall have the right, in accordance with the law, to withdraw from the contract without giving reasons within fourteen (14) days following delivery of the Product(s).
11.2 To exercise this right, it is sufficient to give notification of the decision to withdraw within this period by means of an unambiguous declaration sent by post, by e-mail to firstname.lastname@example.org or by using the form available on the Site.
11.3 In the event of withdrawal, ISOHEMP shall refund the price of the Product(s), including delivery costs (except for additional costs arising from the fact of you having chosen a delivery method other than the least costly method available, if applicable) without undue delay and in any event no later than fourteen (14) days following the date of notification of the decision to withdraw, unless the Product(s) has/have not been returned within that period. In this case, the refund shall be given upon receipt of the Product(s). Unless expressly requested otherwise, the refund shall be given using the same payment method as used for the initial payment and shall not incur any additional costs.
11.4 In the event of withdrawal, the Consumer Customer is required to return the item to ISOHEMP without undue delay and, in any event, no later than fourteen (14) days from the date of notification of the decision to withdraw. The costs of returning the Product(s) are borne by the consumer.
11.5 The Customer's liability is only incurred in the event of depreciation of the Product(s) resulting from any handling other than is necessary to establish the nature and characteristics of the Product(s)
12.1 The liability of ISOHEMP cannot be invoked in the event of unforeseen circumstances or in cases of force majeure (cf. point 10).
12.2 Without prejudice to Article 10, ISOHEMP shall not be liable for any damage resulting from any problems, damage or claims incurred by the Customer after acceptance of the Product(s), including those arising from any handling of the Product by the Customer and by any person under his or her responsibility or by third parties.
12.3 The liability of ISOHEMP shall be limited to compensation for direct damage resulting from gross negligence by ISOHEMP or from a breach of one of its principal obligations. The liability of ISOHEMP is limited to reimbursement of the price of the non-conforming part of the service or the replacement thereof and cannot give rise to any compensation. In no event shall ISOHEMP be liable for consequential damages, such as loss of equipment or time, financial or commercial loss, loss of profits or increase in overhead costs.
12.4 Without prejudice to the Consumer Customer’s right of withdrawal provided for in point 11, in order to be valid, any Customer complaint must be sent in writing within eight (8) calendar days following the time of the occurrence of the event giving rise to the complaint. The absence of any dispute according to the aforementioned rules implies unconditional and unreserved acceptance by the Customer of the event giving rise to the complaint and, de facto, the definitive renunciation of any complaint in this regard.
12.5 The Customer remains solely responsible for the choice of the Product(s), their appropriateness and suitability for his or her needs, and their use. Any use of the Product(s) for unintended purposes is the sole responsibility of the Customer, to the exclusion of ISOHEMP.
12.6 Prior to any use of the Product(s), the Customer undertakes to take cognisance of the technical specifications of the Product(s) as well as any products by other manufacturers that are to be used with the Product(s). ISOHEMP cannot under any circumstances be held responsible for work performed by the Customer or an intermediary with its Product(s).
12.7 The Customer is responsible for compliance with all laws and regulations in force concerning the importation and use of the Products and, where applicable, with all laws and regulations in force in his or her country of residence.
- FORCE MAJEURE
13.1 Any event which may possibly be foreseeable but is unforeseen, irrespective of the will of the parties, and which renders the performance by one party of one or more of its obligations either impossible or substantially more difficult, shall be regarded as force majeure (such as war, riot, revolution, insurrection, strike or lock-out at a party’s business, fire, flood, earthquake, storm, failure of telecommunication systems, electrical breakdown, etc.).
13.2 The party invoking force majeure shall notify the other of the event as soon as possible.
13.3 The obligations which are affected by the case of force majeure, as well as any reciprocal obligations of the other party, shall be suspended for the entire duration of the force majeure event.
13.4 If the case of force majeure lasts more than eight (8) months, each of the parties has the right to terminate the collaboration with immediate effect and without compensation, by sending notification by registered letter addressed to the other party.
- VALIDITY OF CONTRACTUAL CLAUSES
14.1 Abstention by ISOHEMP from availing itself of a provision in these T&Cs at any given time shall not be construed as a waiver of the right to assert its rights thereunder at a later date.
14.2 The nullity, lapse or unenforceability of all or part of any of the foregoing or subsequent provisions shall not result in the nullity of all of the present T&Cs. A provision that is wholly or partially void, lapsed or unenforceable shall be deemed to be unwritten. ISOHEMP undertakes to replace this provision by another which shall perform the same function to the fullest extent possible.
- JURISDICTION & APPLICABLE LAW
15.1 The T&Cs are subject to Belgian law, to the fullest extent permitted by the applicable rules of private international law.
15.2 In the event of a dispute relating to the validity, application, interpretation or enforcement of the T&Cs, the courts in the judicial district of Namur (Belgium) have sole jurisdiction, to the fullest extent permitted by the applicable rules of private international law.
15.3 Before undertaking any steps towards legal dispute resolution, the Customer agrees to attempt to resolve the dispute amicably by contacting ISOHEMP directly and then attempting to resolve the dispute through mediation, before resorting to arbitration, litigation, or any other means of resolving disputes.