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GENERAL TERMS AND CONDITIONS


  1.  Scope of the General Terms and Conditions
  2. Unless otherwise expressly agreed in writing by N.V. EDITIONS CARAMEL S.A. ("Caramel"), these General Terms and Conditions shall apply to all quotations, orders, agreements and commercial relationships entered into by Caramel.
  3. These General Terms and Conditions shall prevail over any general terms and conditions of the customer, unless expressly accepted in writing by Caramel. By placing an order or entering into an agreement with Caramel, the customer acknowledges having read and accepted these General Terms and Conditions.
  4. These General Terms and Conditions shall also apply to all future commercial relations between the parties unless otherwise agreed in writing.
  5. Payment Terms
  6. Unless otherwise agreed in writing, all invoices issued by Caramel are payable on the invoice due date.

  7. In the event of late payment, N.V. EDITIONS CARAMEL S.A. reserves the right to claim:

    1. statutory late payment interest in accordance with the applicable Belgian legislation implementing the European Union Late Payment Directive (being at least eight (8) percentage points above the European Central Bank reference rate); and
    2. a fixed compensation of at least forty euros (€40) for recovery costs, without prejudice to Caramel's right to claim additional reasonable recovery costs where permitted by law.
  8. ​Ownership of the goods shall remain vested in Caramel until full payment of the purchase price and all related costs has been received.
  9. Delivery
  10. Delivery dates are provided in good faith as estimates only and shall not be binding unless expressly agreed otherwise in writing.
  11. Caramel shall not be liable for any delay in delivery caused by circumstances beyond its reasonable control, including but not limited to force majeure, transport disruptions, shortages of materials, strikes, governmental measures, or any other event preventing or delaying performance.
  12. In such circumstances, Caramel shall be entitled to suspend the performance of its obligations or, where performance has become impossible or excessively burdensome, to terminate the agreement without liability for compensation.
  13. Complaints and Liability
  14. Any complaint relating to delivered goods must be notified to Caramel in writing within eight (8) calendar days following delivery. After this period, the goods shall be deemed accepted and no further complaints shall be admissible.
  15. Where a complaint is accepted, Caramel's liability shall be limited, at its sole discretion, to the replacement of the defective goods or the reimbursement of the corresponding purchase price.
  16. To the fullest extent permitted by law, Caramel shall not be liable for any indirect, incidental, consequential or special damages, including loss of profit, business interruption or loss of opportunity.
  17. Transport
  18. Unless otherwise agreed in writing, transport of the goods shall be carried out at the buyer's expense and risk.
  19. Governing Law and Jurisdiction
  20. All contractual relationships between Caramel and its customers shall be governed exclusively by Belgian law.
  21. Any dispute arising out of or in connection with these General Terms and Conditions shall fall within the exclusive jurisdiction of the competent courts of Brussels, Belgium.
  22. Where agreed in writing by the parties, disputes may alternatively be submitted to arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC).