1. Scope
1.1 These general terms and conditions (“T&Cs”) apply to all current and future mutual business relations between Action Sports SRL, whose registered office is at Avenue Peltzer 64, boîte 1, 4800 Verviers, Belgium, registered at the BCE under no. 0457.603.042, RPM Liège, section Verviers, as Vendor (hereinafter the “Vendor”) and its customers (hereinafter the “Customer”), *within the framework of business relations established within the online store of the Vendor. Any contradictory and/or additional general terms of the Customer do not apply to the Vendor. This also applies where the Vendor is aware of or meets the conditions in question, without reservation.
1.2 The general terms and conditions do not apply to consumers as defined in article I.1, 2° of the Economic Law Code (hereinafter “ELC”), the Customer represents and confirms in this respect that, in its relations with the Vendor, it acts in the capacity of legal person, or, if it acts in the capacity of a natural person, it acts for purposes related to its business, industrial, artisanal, or professional activity.
2. Offers, order confirmation, conclusion of contracts, access to the online store
2.1 * The prices and delivery options offered in the Vendor’s online store do not represent a legally binding offer, but a non-binding online catalogue. The information in the online store regarding the goods and their prices and characteristics are not part of the contract but are provisional and non-binding. They must be treated as an invitation to the Customer to submit an offer.
2.2 * The Customer may, initially, place the products offered in the online store in the basket, without commitment, and to correct the corresponding data before sending the firm order, using the correction tools provided and explained in the order process.
2.3 * By clicking on the order button, the Customer gives a firm offer to enter into a contract for the purchase of the goods placed in the basket. The Customer is bound by an offer which has been submitted for a period of 2 weeks from its receipt by the Vendor.
2.4 Technical modifications and modifications of shape, colour and/or weight by the manufacturers of the goods are reserved within the framework of what is reasonable for the Customer. The same applies to discrepancies in weights and number, inasmuch as these remain within the limits of normal tolerance and, where applicable, the applicable DIN requirements.
2.5 * The Vendor’s online store is only accessible to companies on request of connection data made by telephone to +32 87 89 97 70 or by email. Access to the online store and placing of orders through the online store are only possible after prior acceptance of these T&Cs. Connection data is strictly personal and confidential and must be treated as such by the Customer. Orders placed using connection data allocated to a company will be attributed to this company.
3. Language of the contract, saving of the T&Cs
3.1 The language available for concluding the contract is French.
3.2 The customer has the option of downloading these general terms and conditions and saving them in a reproducible format.
4. Descriptions of the goods
All descriptions and other information provided by the Vendor are, in principle – unless expressly indicated otherwise – simply non-binding descriptions of the goods. Furthermore, the Vendor, by such descriptions, does not warrant the quality of the goods or the fact that these will retain a specific quality for a well-defined period of time.
5. Cancellation fee
In the event of cancellation by the Customer, the Vendor is entitled to claim a cancellation fee of 20%, notwithstanding other claims (for example, the rights to claim compensation for actual loss exceeding the fixed-rate cancellation fees), and of 50% of the value of the order or made-to-measure products whose manufacture has been commenced. The Customer is entitled to demonstrate that the losses incurred are lower than this.
6. Breach of acceptance
6.1 If the Customer breaches its obligation to accept the goods, the Vendor – notwithstanding other claims – must be reimbursed with the costs related to the abortive offer, storage costs and the costs for conservation of the goods.
6.2 If the Customer does not accept delivery of the goods, this does not authorise it to defer payment of the invoiced amounts. Delivery delays for any reason not attributable to the Vendor (for example, a delay in the transport service) do not authorise the Customer to defer or retain payment.
7. Price
7.1 Delivery prices apply ex-works of the Vendor, plus value-added tax in force at the time of invoicing. Other taxes applicable in the countries of delivery, dispatch, and transport insurance (see point 9) will be invoiced to the Customer separately.
7.2 The offer prices shown in the online store are subject to modification pursuant to point 2. Any new price updates shall lead to all previous prices being invalid.
7.3 Price adjustment clause: As a precaution, the Vendor hereby states that our current retail purchase prices (HEK/PAD) are subject to alteration due to short-term price increases by our suppliers and/or new increases in freight and logistics costs. The Vendor is authorised to unilaterally increase the agreed HEK/PAD, even for existing orders, without requirement to provide supporting documentation. The Customer, i.e., you, irrevocably accepts any increase of the HEK/PAD of up to 5 %. The Vendor is also authorised to increase the HEK/PADs by more than 5 % in which case the Customer, i.e., you, may withdraw from an existing order in writing, within one week commencing on the date of receipt of the notification of the price increase. In this case, any claims between the parties are excluded.
8. Timeframes relating to the service, date and time of the service, backlogs
8.1 Unless agreed otherwise or in the absence of other factors resulting from the contractual relationship, the date or the time of the order/delivery service specified by the Vendor is always approximate. If circumstances outside of the control of the Vendor, specifically cases of force majeure (for example, an epidemic or a pandemic), work disputes or official measures occur and prevent compliance with an agreed service date, the service will be automatically extended by the period of the above-mentioned circumstances, even if these involve subcontractors.
8.2 If no exceptional and explicit agreement has been entered into regarding the timeframe for completion or delivery of the ordered goods, the timeframe usually provided for the type and volume of goods is deemed to have been agreed.
8.3 Unless agreed otherwise, goods which cannot be delivered immediately due to obstacles to delivery (including official measures, traffic problems) for which the Vendor is not responsible will be deferred and delivered at the same time as one of the next orders. The Vendor is entitled to make late deliveries. If the number of units of packaging of goods delivered in the form of units of packaging is not reached or exceeded, the Vendor reserves the right to adjust the quantities accordingly, inasmuch as this is acceptable to the Customer. The Vendor may, at its discretion, group together pending partial deliveries. The Vendor must be immediately informed of any request for modification of the list of backlogs.
9. Delivery (partial), packaging, taxes, and transport insurance
9.1 Deliveries are generally made ex-works/logistics centre of the Vendor, by the parcel/transport service. The itinerary for dispatch is determined by the Vendor.
9.2 Inasmuch as this is usual in the commercial sector, the Vendor will deliver the goods packaged. Packaging, dispatch, financial, customs, export, import or transit transactions, etc. will be invoiced to the Customer separately.
9.3 Transport insurance will be taken out for each dispatch and is invoiced on a fixed rate basis in the amount of €2.00. Fixed-rate logistic tariffs outside Benelux are available on www.actionsports.be. The following rules and costs specifically apply to deliveries in Benelux:
a) Spare parts and accessories - For an order value over €100, the Vendor will invoice a fixed logistics charge of €5. - For an order value under €100, the Vendor will invoice, in addition to the above-mentioned fixed logistics charge, a small quantity supplement of €7.50.
b) Bicycle - Transport charge per bicycle: €28.50.
c) Electric scooter - Transport charge per item: €7.50.
9.4 In the event of transport damage, the Customer must immediately advise the Vendor and take steps for the carrier to record the facts.
9.5 The Vendor has the right to make partial deliveries, except where the partial performance of the contract is unacceptable to the Customer. Partial deliveries may be invoiced separately.
9.6 * The Customer cannot collect goods itself.
9.7 * The Vendor does not deliver to parcel collection points.
10. Transfer of risk, place of performance
The place of performance for delivery and payment is the Vendor’s registered office in 4800 Verviers, Belgium. Risk is transferred to the Customer on delivery of the goods by the transport service/carrier to the Customer.
11. Payment and invoicing conditions
11.1 In principle, the Vendor sends its invoices electronically (by email without electronic signature).
11.2 Payment conditions and late payment
a) In the absence of contrary written agreement, invoices are payable net 30 days after the date of the invoice.
b) The Customer number and the responding invoice number must be quoted at the time of each payment. c) Any amount not paid when due is subject to, de jure and without prior notice, interest at a rate equal to the interest rate referred to in the law of 2 August 2002 against late payment in commercial transactions (i.e., interest at the baseline interest rate referred to in this law plus eight percentage points rounded up to the nearest half percentage point) with a minimum of 10% per annum. d) Without prejudice to the provisions of article 11.2.
c), in the case of non-payment by the due date, the amount of the unpaid invoice will be subject to a surcharge equal to 15% of the value of the unpaid invoice, with a minimum of 40 EUR as fixed-rate compensation, even if payment terms are granted, and without prejudice to the Vendor’s right to prove and claim greater damages. This contractual compensation is not offset against any legal recovery costs.
e) Non-payment of an invoice when due automatically renders all current invoices payable without notice, even those which are not yet due, without taking into account payment schedules previously granted. Non-payment of an invoice by the Customer also authorises the Vendor, without notice, to suspend performance of current orders accepted from the same Customer.
f) Acceptance without reservation of part of an invoice leads to acceptance of the entirety of the invoice. If the Vendor exceptionally accepts partial payments, this is without prejudice and without prejudicial acknowledgement.
g) Payments are firstly offset against interest due, then damages and recovery costs and only then against unpaid invoices, the senior debt also being offset first, at the time of making payment(s).
11.3 Unless agreed otherwise, payments must be made by SEPA bank transfer. If the payment is made within 8 days after the date of invoice, the Vendor will grant a discount of 2%.
11.4 Discounts will only be granted in the absence of any late payment. Any reduction unduly granted will be subject to a demand for reimbursement.
11.5 The grant of single or multiple reductions, discounts or bonuses does not authorise the Customer to claim the application of identical or similar conditions at the time of later orders.
11.6 The amounts indicated in the invoices must be paid in full and the Customer is not authorised to deduct any amount whatsoever, or any counterclaim it has made, without the prior agreement of the Vendor.
11.7 The Customer can only apply rights of offsetting and retention where its counterclaims have been legally established and are not disputed or have been acknowledged by the Vendor.
11.8 The Vendor has the right to offset any receivables the Customer has vis-à-vis the Vendor against all receivables which the Vendor has vis-à-vis the Customer.
11.9 By placing an order, the Customer accepts that all invoices will be sent electronically to the email address it has provided to the Vendor. In this case, the Customer expressly waives receipt of the invoice by post.
11.10 As recipient, the Customer must ensure that all electronic dispatch of invoices can be properly sent to the email address it has provided. Technical equipment such as filtering, or firewall programs must be adapted accordingly by the Customer.
11.11 The Customer must immediately inform the Vendor in writing of any change of email address to which the invoices should be sent. Invoices sent to the last email address specified by the Customer are deemed to have been received if the Customer has not previously notified the Vendor of any change of email address.
11.12 The Customer may revoke its acceptance of electronic invoices by email. After receipt and processing of the written revocation by the Vendor, the Customer will, in future, receive invoices by post sent to the last known postal address. To cover the additional costs incurred, the Vendor will invoice, for each postal dispatch, €3.50 per invoice. The Vendor reserves the right, for an important reason, to unilaterally modify the method of delivery of invoices by sending them not by email but to the last postal address provided to the Vendor.
12. Retention of title
12.1 The Vendor retains title for all goods delivered by it (reserved goods) until all receivables, specifically the respective balance receivables to which the Vendor is entitled as part of the business relationship, have been paid in full. If the Customer defaults on payment thereof, the Vendor is authorised, after having set a reasonable timeframe, to demand the return of the goods. The costs thereof will be borne by the Customer.
12.2 The retention of title remains valid in the event of bankruptcy, court-ordered reorganisation/LCE (Loi relative à la continuité des entreprises – Belgian law on continuity of businesses) or dissolution of the Customer. The goods do not form part of the assets of the Customer if they have not been paid for in full to the Vendor, including incidentals, without the Vendor being required to give formal notice to the Customer. The goods must be returned to the Vendor on first request.
12.3 The Customer still processes and transforms the reserved goods for the Vendor. If the reserved goods are transformed or combined in an indissociable manner with other articles which do not belong to the Vendor, the Vendor acquires joint ownership of the new article, in proportion to the invoiced value of the reserved goods in relation to the other objects transformed or combined at the time of their processing.
12.4 If the Customer acquires exclusive ownership by combination or mixture, the Customer hereby transfers to the Vendor the joint ownership of the new component or article in proportion to the invoiced value of the reserved goods in relation to the other articles combined or mixed at the time of their processing. The Customer holds these goods at the works free of charge for the Vendor. If the goods are kept at the premises of a third party, the Customer hereby transfers to the Vendor the right of reversal that it holds vis-à-vis this third party. The Vendor’s (joint) title vesting under these provisions is transferred to the Customer in the same conditions as those of goods delivered by the Vendor.
12.5 The Customer can only sell the reserved goods as part of normal business practice, in accordance with normal commercial conditions and provided it is not in default, on condition that the receivables resulting from the assignment are transferred to the Vendor in accordance with points 12.5 and 12.6 below.
12.6 All of the Customer’s current and future receivables resulting from resale of the reserved goods are hereby assigned to the Vendor. The Vendor hereby accepts this assignment. These receivables are allocated to the security, in the same way as the reserved goods.
12.7 If the reserved goods are resold by the Customer with other goods not delivered by the Vendor, the assignment of the receivable only applies for the invoiced amount provided by the resale of the assigned reserved goods. In the event of the sale of goods in which the Vendor holds joint title pursuant to point 12.2 or 12.3, the assignment of the receivable applies in the amount of this joint title.
12.8 The Customer is authorised to recover the receivables resulting from the assignment pursuant to points 12.5 and 12.6 until the Vendor revokes such. The Vendor is authorised to revoke such receivables if the Customer is late with payments, if an application for commencement of insolvency proceedings is filed or if payments have been suspended. The Customer must immediately provide information regarding the assigned receivables and the debtors in question, supply all information necessary for recovery, provides the associated documents and inform the debtors of the assignment. The Customer is under no circumstances authorised to assign the receivables.
12.9 Any other use of the reserved goods by the Customer is prohibited. More specifically, it does not have the right to assign or pledge the reserved goods as security. The receivables assigned to the Vendor cannot be pledged or assigned to third parties as security without the prior written agreement of the Vendor.
12.10 If the value of the existing securities exceeds, in total, the secured receivables by more than 20%, the Vendor is bound to release the security of its choice. The Customer is bound to immediately informed the Vendor of any seizure or any other restriction imposed by third parties. The Customer must bear the costs necessary to ensure the protection of the Vendor’s rights, so that these cannot be claimed by a third party.
13. Warranty, defects, and nonconformity
13.1 In the absence of explicit contrary agreement or opt out clause below, calls on the warranty, requests related to concealed defects and nonconformity rely on applicable statutory provisions (article 1641 et seq. of the former Civil Code). Only information provided by the Vendor within the framework of concluding the contract is binding in respect of the quality of the goods. No warranty call can result from public information, public promotions, or other advertising by the manufacturer.
13.2 The Customer must inspect the goods immediately after delivery to check for any apparent defects and/or conformity defects, in particular transport damage, discrepancies in quantity and identity of the goods and, in the event of observing a defect, inform the Vendor in writing thereof immediately and within 48 hours following delivery, at the latest. The notification must include the Customer number, the invoice number, and the precise description of the observed defect. The defective goods and their packaging must be retained as evidence and returned to the Vendor, postage prepaid, on simple request of the latter. If the Customer does not specify the apparent defects/conformity defects, the goods will be deemed to have been accepted, with the exception of concealed defects, undetectable at the time of checking the goods. If a defect of this sort appears later, it must be notified immediately after observation, failing which the goods will be deemed to have been approved, even in the case of proven defect. Defects/hidden defects must be notified by recommended letter with a detailed written description of the defects observed, within eight days following their discovery. Claims for hidden defects do not suspend the Customer’s payment obligation. The Vendor’s liability for hidden defects is limited to defects which become apparent within one year following delivery of the goods.
13.3 If the delivered goods are defective at the moment of transfer of risk, the Customer may, if the statutory and contractual requirements are met (i) and at the Vendor’s discretion, request the removal of the defect or the delivery of non-defective goods (a posteriori performance), (ii) after expiration of a reasonable timeframe for a posteriori performance has passed without effect, the termination of the agreement or the reduction of the purchase price; or (iii) make a request for compensation pursuant to the provisions of point 18 (Liability).
13.4 Claims by the Customer for hidden defects will be time-barred two years after delivery of the goods to the Customer. This does not apply where longer timeframes are mandatorily required by law.
13.5 With regard to made-to-measure products, the Customer is solely liable for the proper configuration of the products, in particular with regards to the intended use by the Customer.
13.6 Minor or insignificant discrepancies in terms of shape, colour, weight, material thickness and design of the goods are reserved and do not constitute a discrepancy with regards to the agreed quality, where they remain within limits acceptable to the Customer.
13.7 The Vendor declines all liability in the event of agreed sale of second-hand goods.
13.8 Any other claim by the Customer is excluded pursuant to point 18 (Liability).
14. Processing of complaints related to warranty/defects
The Customer must request a return number (RMA No.) by telephone or email. If the goods are returned without prior agreement or request for a return number, or if no RMA number is included on the exterior of the parcel, the return cannot be accepted and shall be sent back at the Customer’s expense. The goods must be returned to the Vendor freight paid, unused, intact and in their original packaging. The RMA number must be clearly visible on the exterior of the parcel. The following should also be complied with: • The Vendor reserves the right to opt for delivery of a replacement, repair, or a credit note. • The Customer must always attach a copy of the corresponding delivery note and/or the Vendor’s corresponding invoice to the returned item. • In the case of delivery of a replacement, the Vendor will retain the article in question, unless otherwise agreed. Delivery will take place automatically at the time of the next delivery. • In the case of articles return without detectable defects, fixed rate inspection fees of €25 may be invoiced. The Customer is entitled to demonstrate that the damage incurred is less than this.
Parcels must be sent to the following address: Action Sports SRL Département : Service garanties Avenue Peltzer 64, boîte 1 4800 Verviers, Belgium
15. Returns, return dispatch
The Vendor may, in certain situations, accept the return of goods as a gesture of goodwill, if agreed separately and in writing with the Vendor. Article 14 applies in the case of returns. The following should also be complied with: • The goods must be returned to the Vendor freight paid, unused, intact and in their original packaging. • If the goods are returned to the Vendor in a condition unsuitable for resale, the return will be rejected by the Vendor. Parcels must be sent to following address: Action Sports SRL Département : Service retours Avenue Peltzer 64, boîte 1 4800 Verviers, Belgium
16. Data protection
The Vendor processes the Customer’s data, including, in certain circumstances, the personal data of the Customer’s designated contact person. The Vendor processes the data (specifically the name, address, and the Customer’s order information) for the purpose of customer management and for performance of the agreement. For further information on personal data processing, please consult our most recent data protection statement on our website: www.actionsports.be
17. Reservation of self-supply/non-compliance with obligations by the Vendor’s suppliers
If ordered goods cannot be delivered because the Vendor is not supplied by its own supplier, without fault on the part of the Vendor and despite the contractual obligation, the Vendor is entitled to terminate the agreement with the Customer. In this case, the Customer will be immediately informed of the fact that the ordered goods are not available, and any services already provided will be reimbursed immediately.
18. Liability
18.1 The Vendor is fully liable for damages caused by serious negligence or deliberate fault and, in the absence of warranted condition, if, and where the purpose of the warranty is specifically to protect the Customer against the damages which have not been caused to the delivered goods themselves. In the case of damages caused by simple negligence or a repeated minor fault on the part of the Vendor, the latter’s liability for material and financial damages which result therefrom will be limited to the total value of the order at the origin of the damage and, in any event, to a total maximum amount of €100,000 per incident (the Vendor’s liability is limited to the lowest of these two amounts). If the Vendor’s liability is established, the Vendor shall not under any circumstances be required to compensate any damages other than those which are the immediate and direct consequence of the Vendor’s fault, to the exclusion of any consequential damages. Consequential damages include (but are not limited to): loss of clientele, goodwill, damage to reputation, loss of turnover or profits, loss and/or damage to data, damage to property, salary costs and/or other compensation for the employees/subcontractors of the Customer.
18.2 Any claim by the Customer is excluded if the default is solely due to unsuitable processing of the goods, unsuitable storage, or non-compliance with the operating instructions by the Customer.
18.3 Where the liability of the Vendor is limited or excluded, this also applies for personal liability of employees, workers, colleagues, legal representatives, and performance assistants of the Vendor.
18.4 This is without prejudice for liability for death, physical integrity, or health, as well as liability pursuant to the law on product liability and other binding statutory provisions.
19. Confidentiality
19.1 The Customer will use all documents and all knowledge acquired within the framework of the business relationship solely within the intended contractual objective and will preserve the confidential nature thereof vis-à-vis third parties, with the same care as for its own documents and knowledge, where the Vendor classifies such as confidential or has a clear interest in preserving their confidential nature.
19.2 This obligation commences on initial obtaining of the documents or knowledge and comes to an end 36 months after expiration of the business relationship.
20. Product Information
20.1 The use, exploitation, or transmission of the Vendor’s basic information regarding the products and/or articles as well as the images, product text or other catalogue extracts (hereinafter “Product Information”) by the Customer is only authorised with the prior written agreement of the Vendor. The Vendor is authorised to charge the Customer a fixed amount of €500 for each breach of this obligation. The Customer is entitled to demonstrate that the damages incurred are lower than this. The payment of the contractual penalty does not exclude commencement of a prohibitory injunction or an application for higher damages, provided proof of such damage is provided. The contractual penalty will be invoiced as part of any request for compensation.
20.2 The Customer is responsible for the legitimate use of information regarding the product vis-à-vis the consumer. The Vendor cannot, more specifically, be held liable for damages caused to the Customer by an unlawful use or publication of information regarding the product vis-à-vis the consumer.
21. Changes of address
The contracting parties must immediately inform each other of any change of address. If one of the contracting parties fails to do so, their last known address will apply to all notices. The party in default will be responsible for all costs related to finding the address.
22. Jurisdiction and applicable law
22.1 The sole court with jurisdiction is that corresponding to the Vendor’s registered office in Verviers, Belgium, which therefore has jurisdiction for any dispute arising from this agreement or related thereto, including regarding its existence or lack of existence, within the limits permitted by law. The Vendor reserves the right to commence legal proceedings before the courts with jurisdiction for the registered office of the Customer.
22.2 This agreement is governed by Belgian law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CNUDCI/CISG).
23. Partial invalidity
The invalidity or nullity of a provision or part of a provision of these general terms and conditions does not affect the validity of the other provisions or parts of provisions. This also applies if a provision is deemed unwritten. The provisions affected by the nullity or invalidity remain binding within statutory limits.
24. Changes to the T&Cs
The Vendor reserves the right to change these general terms and conditions. New versions will always be communicated via the Vendor’s website.
Contact details Action Sports SRL Avenue Peltzer 64, bus 1, 4800 Verviers, Belgium
Email: info@actionsports.be Contactable by telephone from Monday to Thursday from 8.30 AM to 5 PM, Friday from 8:30 AM to 3 PM, +32(0) 87 89 97 70.
25. Authoritative contractual language
In the event of any discrepancy between the English and French versions of these Terms and Conditions or any questions of interpretation arising, the French version shall exclusively prevail.
* Exemption conditions for orders from the ACTIONSPORTS B2B online store
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