GENERAL AND SPECIAL TERMS AND CONDITIONS VDC & BO BV
1. Definitions
VDC & BO: The private company 'VDC & BO', with registered office at 9500 Geraardsbergen, Groteweg 475 A, with company number BE0818.140.659, RPR Gent, department Oudenaarde. VDC & BO is a wholesaler of tobacco products, beverages, confectionery and smoking accessories.
Customer: any professional customer, whether acting in his own name or through a legal entity, who places an order with VDC & BO.
Goods: All goods offered by VDC & BO, both via the webshop and offline
2 Scope
2.1 These general and special terms and conditions apply to all commercial transactions, including those concluded through the webshop, both current and future between VDC & BO and the customer, created through offers, order confirmation, order form (written or electronic) commitments and agreements.
These general terms and conditions shall take precedence over the general terms and conditions of other parties (customers, suppliers, etc.). The customer is deemed to have taken note of these terms and conditions and to accept them by requesting a quotation, signing an order form, placing an online (via the webshop) or offline order or entering into an agreement with VDC & BO. Consequently, the customer explicitly waives the applicability of his own general and/or special conditions.
Deviations from these general terms and conditions are only possible if the deviation has been expressly agreed in writing.
2.2 These terms and conditions only apply to professional customers ("business-to-business"). VDC & BO does not sell to end users or consumers.
2.3. These general and special terms and conditions can be consulted on the website www.vdc-bo.com. VDC & BO has the right to amend these general terms and conditions at any time upon prior written notification to the customer.
2.4 If one or more provisions of these general terms and conditions should be declared wholly or partially null and void, this invalidity shall not affect the validity of the other provisions which shall continue to apply. In that case, the parties shall immediately and in good faith negotiate on a valid provision to replace the null and void provision, which shall, as far as possible, correspond to the purpose of the null and void provision. If the parties fail to reach an agreement, the competent court may moderate the invalid provision to what is (legally) permissible.
3. Correspondence and deadlines
Correspondence in which the customer invokes one or more provisions of the general terms and conditions, or invokes the execution of one or more provisions, only becomes valid if sent by registered mail to the registered office of VDC & BO, Groteweg 475 A, 9500 Geraardsbergen.
4. Statutory provisions
The customer shall be deemed to be in possession of all legally required permits necessary for the sale, distribution and importation of tobacco products, such as but not limited to all legal obligations concerning customs and excise duties and all European directives, and shall bear all responsibility and costs for this.
VDC & BO warrants that the goods and the packaging at the time of delivery meet all legal requirements as applicable in the country of production and in the countries for which the goods are destined (to the extent the customer has informed VDC & BO thereof in a timely manner). The customer shall be responsible for complying with his own obligations in this respect as (re)seller of the goods.
5. Order
Orders may be validly placed in the following manner:
- Via the VDC & BO order list on the website
- Send the desired order by e-mail
- Via telephone
- Via the webshop (see article 6)
When the order is confirmed by VDC & BO, there can be no deviation from the quantity to be delivered, unless a new order list is drawn up and VDC & BO gives its written consent.
6. Webshop
To place an order via the webshop, the customer must create an account, which is personal and may not be transferred to others. The account holder is fully responsible for the use/abuse of his account, regardless of whether this happens with or without permission. The customer shall inform VDC & BO immediately about any abuse of his account and will indemnify VDC & BO and hold them fully harmless for any claims of third parties in this respect.
VDC & BO is entitled to temporarily deactivate or permanently suspend an individual account - after prior notice - in case there is a suspicion that the account has been hacked or is being used by an unauthorised third party or if the customer has repeatedly failed to timely pay an outstanding payment obligation or in case of a breach of these terms and conditions and the customer's contractual obligations.
Deactivation or termination of an account means that it becomes impossible to log in and place orders.
7. Conclusion, commencement and duration of the Agreement
The agreement is concluded when the customer has placed an order in accordance with one of the methods listed in Article 5.
The execution of the agreement starts when the goods are loaded for transport to the customer. The goods will be delivered at the location agreed upon with the order.
A delivery note is drawn up which must be signed by the buyer. The buyer shall pay immediately in cash upon delivery unless otherwise agreed.
An online purchase through the webshop is only concluded upon receipt by the customer of the confirmation email of VDC & BO. VDC & BO has the right to refuse orders of the customer through the webshop, among others when the goods are not in stock, in case the customer has outstanding invoices towards VDC & BO, if VDC & BO doubts the creditworthiness of the customer, etc.
The duration of the contract shall be the duration of the performance. A new order list will be concluded for each service.
8. Cancellation
8.1. Cancellation by the customer
Given the B2B context, the customer is in principle not entitled to cancel the purchase, except in very specific situations, subject to acceptance of the cancellation by VDC & BO.
If there is no acceptance of the cancellation, VDC & BO may claim damages from the customer amounting to 10% of the price of the cancelled purchase with a minimum of EUR 125.
8.2 Cancellation by VDC & BO
VDC & BO is entitled - without any right to compensation from the customer - to cancel the order when:
- This is based on incorrect information from the customer
- VDC & BO is, after the conclusion of the agreement, for objective reasons, not (longer) able to perform the order. In this case, VDC & BO will inform the customer within a reasonable time. If no alternative solution is available, VDC & BO will fully refund the money already paid to the customer within 14 calendar days after the aforementioned notification.
9. Prices
9.1. Regarding the prices of the tobacco products, there is a compulsory sale price, which is mentioned on the tax tape and on the invoice pursuant to Article 58 of the VAT Code.
9.2. The most recent order list with the applicable prices can always be consulted on the website at https://www.vdcbo.com/bestellijst.html.
9.3. In case of promotions, these will also be communicated in advance to the customer. Our promotions can also be consulted on the website and are only valid until the previously agreed date or while stocks last.
9.4. In the event of an order via the webshop, the goods are sold at the prices quoted on the webshop at the time of the online purchase. Prices indicated on the webshop may change at any time.
9.5. Currency fluctuations, increases in the prices of materials and raw materials, wages, salaries, social security charges, government-imposed costs, (environmental) levies and taxes, transport costs, import and export duties or insurance premiums, changes in excise legislation (purely illustrative list), occurring between the conclusion of the agreement and the execution of the agreement, may - provided they increase by at least 2% - result in a price increase.
10. Payment of invoices
10.1 By placing an order, the customer explicitly agrees to the use of electronic invoicing by VDC & BO, unless explicitly agreed otherwise in writing.
10.2. VDC & BO always reserves the right to ask the customer for an advance, full payment or a bank guarantee before executing the agreement, also through the webshop. This may be the case if, among other things, the customer has outstanding invoices towards VDC & BO, if VDC & BO doubts the creditworthiness of the customer, in case of a new customer, in case of a large order, etc. If the customer refuses to do so, VDC & BO reserves the right to cancel the entire order or part thereof or to suspend its delivery.
10.3. Invoices are payable in cash at delivery. Any amount unpaid on the due date shall, automatically and without notice of default, be increased by default interest at the rate of 10% and a fixed compensation of 10% to cover extrajudicial collection costs, with a minimum of EUR 125, without prejudice to the possible costs of collection. If there are several outstanding invoices, the fixed compensation shall be payable on each of the invoices. This compensation must be distinguished from the legal costs.
10.4 As long as the purchase price has not been paid in full, the sold and delivered goods and their accessories remain the full and exclusive property of the seller and the latter may invoke Article 13 in the event of non-payment. As soon as the full purchase price, accessories, interests and surcharges have been paid, the buyer will become the owner.
10.5 A liberating payment can only be made via:
Belfius Bank
IBAN : BE45 0689 0785 8389
BIC : GKCCBEBB
IBAN : BE85 0689 0950 8706
10.6. Article 12.2. of this agreement shall apply in the event of non-payment.
10.7. Any non-payment of an invoice on the due date or any default in payment shall render all invoices, even those not yet due, which were issued and delivered to the buyer at that time, payable.
10.8. For online payments through the webshop, the customer has the option to pay through an online payment system or by bank transfer. For the online payment system VDC & BO relies on an external partner that operates a payment platform, whereby the customer's financial data entered in the context of an online payment are only exchanged between the external partner and the relevant financial institutions. VDC & BO does not have access to the confidential financial data of the customer. All online payments are subject to the general terms and conditions of the external payment platform operator, who is solely responsible for the correct execution of all online payments.
10.9. Invoices may only be validly protested by the customer by registered letter within 8 calendar days following the invoice date and stating the invoice date, number and detailed reasons. The unconditional payment of a part of the invoice amount is considered as an explicit acceptance of the corresponding part of the invoice and delivery.
11. Dissolution of the agreement
VDC & BO is entitled to dissolve the Agreement, and thus not to deliver without notice of default or compensation in the following cases:
- If the customer violates any of his contractual obligations as set out in these general terms and conditions
- If the customer is in a state of insolvency within the framework of the Continuity of Enterprises Act, bankruptcy, provisional administration, ...
If one of the above facts is proven to exist, all outstanding invoices shall become immediately due and payable, without prior notice of default in accordance with Article 12.1.
12. Exigibility and suspension of performance, retention of title
12.1 In case of non-payment of one of our invoices on the due date or in case of full or partial non-performance of the contracting party's obligations, all claims against the same contracting party become immediately due and payable and VDC & BO may suspend the performance of the current agreements.
12.2. Notwithstanding Article 1583 of the Civil Code, VDC & BO retains the ownership of all delivered or to be delivered goods that it sells to the customer until the price of these goods has been paid in full (including any interest, costs and flat-rate compensation).
The storage of the goods pending delivery or collection is at VDC & BO's risk.
The delivered goods, as well as any other object that is directly or indirectly part of the agreement, may be reclaimed by VDC & BO at any time, without prior notice, as long as the customer fails to meet his payment obligations.
In the event that the retention of title is invoked, the main agreement or any additional agreement with VDC & BO will be deemed dissolved.
12.3 If the customer resells the purchased goods before the aforementioned amounts were fully and properly paid, the claim to the resulting purchase price shall be transferred to VDC & BO. The exercise of the retention of title by VDC & BO automatically results in termination of the agreement.
13. Delivery
13.1. All goods are sold to the customer in packaging that meets all legal requirements.
13.2. The goods shall be delivered at the location agreed upon with the order.
13.3. A delivery note shall be drawn up which must be signed by the buyer. The buyer shall pay immediately in cash upon delivery unless otherwise agreed.
13.4. After delivery, the customer bears full responsibility for the correct storage of the goods.
13.5. If the customer does not accept the purchased goods at the agreed delivery date and place, or if the customer cancels an appointment for delivery less than 72 hours before the agreed time, the goods are assumed to have been offered for delivery on time, without notice of default, and the risk passes to the customer anyway. Moreover, in that case VDC & BO is entitled to charge the customer an administrative cost of € 75.00, without prejudice to VDC & BO's right to higher proven damages. The goods will then be stored by VDC & BO at the expense and risk of the customer (including fire risk). In that case, VDC & BO reserves the right to charge the storage costs to the customer, determined at 5% of the invoice value of the goods stored per started month, without prejudice to VDC & BO's right to prove higher storage costs.
13.6. Changes to the order automatically result in the expiry of the predefined delivery periods or dates.
13.7. VDC & BO shall not be liable for delays incurred due to the customer's default, e.g. when delivery is suspended due to overdue invoices.
14. Non-conformity and complaints
14.1 The customer shall note visible defects immediately on the delivery note or report them in writing to VDC & BO within 24 hours after delivery, failing which the customer shall be deemed to accept the goods in the condition received.
The customer shall enable VDC & BO to assess visible defects in order to determine whether the customer's complaint is justified and undertakes to keep the goods carefully for this purpose.
The customer is responsible for the correct storage of the goods after delivery. Loss of quality after delivery is entirely the responsibility of the customer.
14.2 Hidden defects must be notified to VDC & BO in writing immediately after their discovery, at the latest within 24 hours. Otherwise, the customer shall be deemed to have approved and accepted the delivery.
14.3 In case of a defective product and VDC & BO is forced or compelled to withdraw these goods from the market, the customer shall fully cooperate. If the customer nevertheless continues to sell or distribute the goods, VDC & BO can under no circumstances be held liable for this.
14.4 The customer is obliged to reimburse costs incurred as a result of unjustified complaints.
15. Liability
15.1 VDC & BO's obligations regarding defects are limited to replacing missing, faulty or nonconforming goods to the extent they are available and in stock. This excludes any compensation for direct or indirect damage or for the non-availability of goods with the same characteristics.
15.2 VDC & BO undertakes a best-efforts obligation to deliver the goods on time.
In any case, VDC & BO undertakes to inform the customer without delay if a delivery time will be exceeded. Unless explicitly agreed otherwise, the given delivery times are always indicative and do not constitute an essential element of VDC & BO's obligations or of the agreement between the parties.
VDC & BO does not accept any liability in case the destination will not be reached in time due to traffic conditions such as traffic congestion, accidents, weather conditions, changes in the traffic situation, etc.
VDC & BO's liability is limited to the amount it is insured for under its insurance policies and to the amount of the goods that were sold. It can never be held liable for any other damage such as indirect damage (including consequential damage, loss of profit or image damage), additional damage caused by further use or further distribution by the customer after detection of the defect, damage caused by the customer's non-cooperation with a recall by VDC & BO, claims if the customer has opened the packaging or repackaged the goods, damage caused by non-compliance with the instructions of VDC & BO, damage and/or defects that are directly related to the defect, damage and/or defects caused directly or indirectly by an act of the customer or a third party, regardless of whether caused by error or negligence, damage caused by not storing the goods in correct and appropriate conditions or in a place where the goods are subject to external influences, such as, but not limited to, storing the goods in the sun or other places too bright, in places with high temperature fluctuations, in humid conditions, conditions that are not clean, damage caused by force majeure.
16. Force majeure
16.1 Neither VDC & BO nor the customer shall be responsible for any failure in their obligations caused by force majeure in the broadest possible sense. Force majeure shall mean (non-exhaustive list):
All circumstances that were unforeseeable and unavoidable at the time of concluding the agreement and that create the impossibility for VDC & BO or the customer to perform the agreement or that make the performance of the agreement financially or otherwise more burdensome or difficult than normally foreseen, so that it would not be reasonable to demand the performance of the agreement under the same conditions. Force majeure may include (but is not limited to) natural phenomena, staff shortages, war, riots, strikes at both VDC & BO and its suppliers, machine breakdowns, fire, water damage, interruption of means of transport, supply difficulties of raw materials, materials and energy, government measures, terrorism and epidemics and/or pandemics.
16.2 In the event of force majeure, the party affected by the force majeure shall be entitled to suspend performance of the agreement and/or to request the revision of the order, both by registered written notification to the other party, without being obliged or liable to pay any compensation. If the situation of force majeure lasts longer than 2 months, both the party affected by the force majeure and the other party are entitled to terminate the agreement.
17. Confidentiality
The customer undertakes not to distribute or communicate, not to use, directly or indirectly, the confidential data, information or any type of document that he became aware of during the execution of the agreement, except with the prior written consent of VDC & BO.
18. Privacy
VDC & BO BV complies with the European Regulation 2016/679 of 27 April 2016 on the protection of personal data, as well as the Belgian Framework Act of 30 July 2018. For the performance of the services, VDC & BO BV is the data controller.
For detailed information, please have a look at our privacy statement on the website www.vdcbo.com/privacy-policy/.
By purchasing the goods or entering into an agreement with VDC & BO, the customer acknowledges having read and accepted the privacy statement.
19. Applicable law and competent court
19.1 The customer shall fully indemnify and defend VDC & BO against all claims and proceedings, including claims and proceedings of third parties, that may arise from or result from any act or omission of the customer, in violation of the agreements between VDC & BO and the customer, the order confirmation, these general conditions and/or other (legal) obligations of the customer. The customer shall indemnify VDC & BO for any and all damages, including court and other costs, incurred as a result of its defence of the above-mentioned claims and/or proceedings.
19.2 These general terms and conditions and the agreements between the parties are governed by Belgian law.
19.3. All disputes related to the agreement shall fall under the jurisdiction of the Commercial Court of Ghent, department Oudenaarde.
Last updated version: 3 juni 2021