General terms and conditions
Article 1 : general
All commercial proposals, quotes and agreements concluded between Sopachem and the customer are subject to the general conditions of sale set out below, of which the customer declares to have read.
All other conditions or contrary customer conditions are considered unwritten, unless they have been previously accepted in writing by Sopachem, in which case they apply only to the agreement to which they relate. Under no circumstances may the silence of Sopachem be interpreted as acceptance of other conditions.
Article 2 : Use of products
All products delivered by us are intended to be used in accordance with their documentation and in accordance with the manufacturer's specifications. Proper use of the products delivered is the sole responsibility of the user.
Furthermore, the products we supply cannot be used as active ingredients in human or veterinary healthcare.
Our customers who intend to use these products for pharmaceutical, cosmetic, food or any other use must carry out their own internal checks and controls to ensure that they are in compliance with local laws and regulations.
Under no circumstances can Sopachem be held liable if a customer uses a product in a way that does not correspond to the intended use.
It is the responsibility of the customer to comply with all health and safety regulations and all other regulations and to take appropriate measures with regard to the storage, handling, sale and use of products.
Article 3 : promotional material
Promotional material such as brochures, catalogs and price lists, in whatever form, do not constitute a quotation and are issued without obligation on the part of Sopachem.
Article 4 : changes to quotes
Quotations from Sopachem are based on customer needs. Sopachem reserves the right to make changes to the quotes at any time if this proves necessary.
Article 5 : orders
Any order from the customer, upon receipt by Sopachem, in whatever form, irrevocably commits the customer to collect the goods and pay the invoice.
Adjustments or modifications of the order by the customer are only possible with the prior written consent of Sopachem.
Sopachem is only bound after written confirmation to the customer.
Article 6 : price
The prices indicated by Sopachem are always exclusive of VAT, without contributions, supplements or additional costs, including, but not limited to, Recupel contributions, excise supplements, transport costs and administrative costs.
The prices of Sopachem relate to goods in standard packaging. If the customer wishes non-standard packaging, such as special packaging required for sea or air transport, another mode of delivery than that mentioned in article 8, first paragraph of these general conditions, or delivery outside the territory of the Benelux, the costs relating thereto shall be borne by the customer.
For orders with a value of less than 300.00 euros, excluding VAT, an order fee will be charged.
Article 7 : delivery times
The delivery times of Sopachem are approximate and informative. Delivery time means the time within which the goods leave the warehouse of Sopachem, and therefore not the time within which the goods must have reached the customer. Delays in delivery do not entitle you to damages and may in no case lead to the breach of the agreement or the refusal to take receipt of the goods. Force majeure and fortuitous events give Sopachem the right to terminate its agreements in whole or in part or to suspend their execution, without any compensation or notice whatsoever.
Article 8 : place and conditions of delivery
For the place of delivery, it is agreed that the goods can be rolled to the place of delivery and that the place of delivery is accessible by the usual accesses, in other words the corridors, elevators (no stairs). Sopachem reserves the right to charge additional transport costs if the place of delivery is not freely accessible.
For goods that have to be transported under Dry Ice or Blue Ice, a surcharge of 30 euros, excluding VAT, will be charged.
The transport of goods is coupled to the Incoterms agreed with the customer.
Our standard Incoterms are DAP (franco delivery at place) for deliveries in the Benelux (no transport costs, risks and perils for Sopachem until delivery).
If the customer does not send shipping instructions in good time, Sopachem reserves the right to charge storage costs per month from storage of the goods. Any month started is due in full. Sopachem also reserves the right to store these goods at the expense, risk and peril of the customer in a warehouse and this, after simple formal notice.
Article 9 : complaints
Upon delivery of the goods, the customer must check them immediately and check whether the goods delivered correspond to the goods ordered.
Complaints concerning the delivered goods cannot be accepted if they do not reach Sopachem in writing within 48 hours of delivery. In the absence of any complaint within this period, the goods are deemed to be in good condition, in accordance with the order and the specifications of the customer and without deterioration.
Complaints concerning hidden defects must be reported to Sopachem within ten days of the discovery of these defects, by registered letter.
In any case, reshipment of goods is always subject to the prior approval of Sopachem. Likewise, the reshipment can only take place if a return order number provided by Sopachem was mentioned during the reshipment.
Article 10 : reshipment of goods
Return requests must be sent to Sopachem within ten days of delivery.
Return requests are only accepted if the goods are in the original closed packaging and if the original packaging has not been damaged, covered with inscriptions, labels or otherwise affected.
If Sopachem, after agreement, takes back the goods, Sopachem will invoice 15% of the total value of the purchase as restocking charges, as well as an additional return cost of 50€.
Articles which are ordered upon special request of the customer, will not be taken back.
Article 11 : cancellation
An order may only be canceled by the customer with the express consent of Sopachem. In the absence of such an agreement, Sopachem may either request the removal and full payment of the goods, or Sopachem may consider the agreement as broken and request damages, fixed at a flat rate of 50% of the purchase price of the canceled order.
Article 12 : payment guarantees
Sopachem reserves the right to demand payment guarantees and/or upfront payments. Sopachem may require additional guarantees if the creditworthiness of the customer, according to the data communicated to Sopachem by a credit insurance company or by third parties, indicates shaky or unreliable credit. The execution of the agreement may be deferred as long as these requirements are not met. Furthermore, Sopachem has the right, if these guarantees cannot be given within a reasonable period, which may not exceed 30 days, to consider, without prior warning, the agreement as terminated unilaterally at the expense of the customer and to invoice the damages referred to in article 11, i.e. a fixed compensation of 50% of the purchase price.
Article 13 : terms of payment
Invoicing is carried out exclusively in electronic form. The customer expressly agrees and accepts the probative value of this electronic invoice. Sopachem guarantees the authenticity of the invoices issued in electronic form, the integrity of their content and their readability.
Sopachem's invoices are payable on the company's bank account, on the due date indicated on the invoice. Any unpaid invoice entails, from the due date, ipso jure and without formal notice, interest at the rate of 1% per month or at the interest rate stipulated in accordance with article 5 of the Belgian law of 2 August 2002 concerning the fight against late payment in commercial transactions, if this rate is higher.
The customer is also liable, ipso jure and without formal notice, for fixed damages equal to 10% of the amount of the invoice, with a minimum of 50.00 euros, without prejudice to the right to reasonable compensation, for any collection costs in accordance with article 6 of the Belgian law of 2 August 2002 concerning the fight against late payment in commercial transactions.
In the event of bankruptcy, judicial composition, cessation of payment, request for postponement of payment or if this request is made judicially or unofficially, Sopachem may exercise a right of retention on the goods sold until their full payment. It is expressly agreed that for successive executions of the various sales agreements, all of the deliveries will form a global pledge on which Sopachem can exercise a right of retention until full payment of the invoices.
Article 14: retention of title
Without prejudice to the customer's risk regarding the goods, the goods sold remain the property of Sopachem until full payment of the invoices relating thereto, even if they have undergone any modification whatsoever.
During the duration of the retention of title, the risks and perils, as well as the conservation of the goods, will be transferred to the customer. The customer undertakes to store the goods in such a way that they cannot be confused with other goods and that they can be identified as the property of Sopachem. Payments will first be deducted from invoices that relate to used or resold goods
Article 15: guarantee
The goods delivered are guaranteed for one year, unless otherwise agreed.
Exceptions to this warranty:
- Use not in accordance with the manufacturer's instructions
- Storage not in accordance with the manufacturer's instructions
- Condensation, freezing, overheating, flooding
- Stop the activities of the manufacturer
Article 16: liability
The liability of Sopachem is limited to the amount of the invoice which is transmitted by Sopachem to the customer with regard to the goods delivered.
Likewise, the liability of Sopachem is limited to direct damages. For indirect damage and consequential damage, Sopachem assumes no liability.
Sopachem is otherwise only liable for damages that are the result of the willful intent or gross negligence of Sopachem.
The liability of Sopachem is also limited to the amount that is paid in respect of the event concerned by the insurance of Sopachem, a series of events which occur in a defined context being considered as a single event.
Sopachem is never liable for damage resulting from incorrect or inappropriate use of the goods acquired by the customer or by third parties.
The customer remains liable to Sopachem for claims from third parties concerning the use of the goods delivered to the customer by Sopachem.
Any advice provided by Sopachem to the customer is non-binding and cannot give rise to any liability on the part of Sopachem. Such notice does not release the customer from his obligation to check the appropriation of the delivered goods before their use and to use the goods concerned correctly.
Article 17: specific specifications for reagents
The reagents that are delivered by Sopachem comply with the warranty prescriptions or specifications indicated in their documentation and comply with the specifications mentioned on the labels. In case of contradiction, the specifications indicated on the labels take precedence.
Article 18: applicable law
All agreements entered into with Sopachem are governed by Belgian law.
Article 19: competent courts
In the event of a dispute of any nature whatsoever, only the courts of the place of the registered office of Sopachem are competent. All costs in connection with the submission of the request, including fees, will be borne by the client.