GENERAL TERMS AND CONDITIONS OF SALE OF PALETTEN ROELS BV

These are the general terms and conditions (hereinafter: General Terms and Conditions) of Paletten ROELS BV (hereinafter: “Paletten Roels”), with registered office at 9160 Lokeren, Dijkstraat 12, registered in the CBE under number 0848.299.543 (email: verkoop@palettenroels.be / telephone: +32 477 88 63 39).

Article 1: Scope and Purpose

These General Terms and Conditions apply to every offer, quotation, order, and any agreement concluded regarding products and services offered or supplied by Paletten Roels. Each order, assignment, or acceptance of a quotation constitutes the customer’s unconditional acceptance of these General Terms and Conditions, the customer declaring that they have read and understood them in a language comprehensible to them prior to the conclusion of the agreement. By accepting these General Terms and Conditions, the customer acknowledges that each of these terms is genuinely intended and that none of these terms, individually or collectively, creates a manifest imbalance in the agreement between Paletten Roels and the customer. Pricing has been determined taking these General Terms and Conditions into account. These General Terms and Conditions apply exclusively, to the exclusion of any general terms or other provisions of the customer.
Under the conditions and modalities set out hereafter, Paletten Roels offers services relating to the sale, delivery, and repair of wooden pallets.

Article 2: Offers/ Quotations

All offers and quotations are purely indicative and non-binding as long as Paletten Roels has not confirmed the customer’s order in writing in accordance with the offer or quotation. Material errors, printing mistakes and/or calculation errors in the quotations shall never bind Paletten Roels.
The quotations are prepared on the basis of the information provided by the customer. If this information should prove to be incomplete and/or incorrect after the conclusion of the agreement, Paletten Roels has the right to charge the costs or additional price resulting therefrom.
The prices stated in the offers or quotations are expressed in euros (excluding VAT). Unless expressly stated otherwise, the prices exclude travel, accommodation, packaging, storage and transport costs, as well as costs for loading, unloading and assistance with customs formalities

Article 3: Confidentiality

All information provided to the customer by or on behalf of Paletten Roels (such as offers, quotations, designs, images, drawings, and know-how), of any kind and in any form, is confidential. The customer may not use this information for any purpose other than the performance of the agreement.
The information referred to in paragraph 1 of this article may not be disclosed, reproduced, or communicated to third parties by the customer.
If the customer breaches any of the obligations mentioned in paragraphs 1 and 2 of this article, they shall, by operation of law, owe a fixed compensation of EUR 1,000.00 per violation. The customer acknowledges that this fixed compensation corresponds to the damage suffered by Paletten Roels in the event of a breach of paragraph 1 or 2 of this article. The foregoing is without prejudice to the right of Paletten Roels to claim higher compensation upon proof of greater actual damage.
To the extent that the customer provides information that is explicitly marked as confidential in writing and can be considered a trade secret, the same shall apply in favor of the customer.

Article 4: Delivery and Acceptance

Any stated delivery time or execution period is purely indicative. The customer shall indemnify Paletten Roels against any claims from third parties, such as the customer’s own clients, as a result of exceeding the indicative delivery time or execution period.
The indicative delivery time shall commence only when agreement has been reached on all commercial and technical details, all necessary information is in the possession of Paletten Roels, any agreed (advance) payment has been received, and all other conditions for executing the order have been fulfilled.
Changes to the order automatically result in the indicative delivery period being nullified and reset.
The quantity and quality of the delivered products must be checked by the customer upon delivery. Any remarks must be made at the time of delivery; otherwise, the goods shall be deemed accepted and Paletten Roels shall be released from any liability. Ownership risk of the products transfers to the customer upon delivery, who must from that moment take the necessary measures to protect and preserve the quality of the delivered products.
Delivery shall be deemed completed by:
1. handover of the goods by Paletten Roels to the customer, or
2. making the goods available to the customer by Paletten Roels at its own facilities or those of third parties, even if transportation costs after collection are borne by or charged to Paletten Roels.

The date of handover (for 1)) or availability (for 2)) shall be considered the delivery date. Risks related to the goods are transferred to the customer at these moments. If the goods are handed over to the customer (situation under 1)), they shall be delivered to the customer’s registered office or another address previously communicated in writing by the customer. Transportation costs shall be invoiced. The customer undertakes to accept the products and to take all necessary steps to enable smooth and efficient delivery by Paletten Roels.

If the goods are made available by Paletten Roels to the customer for collection (situation under 2)), the customer shall have a period of 5 (five) days to collect the goods. This period shall start the day after the goods have been made available, i.e., the customer has been informed by Paletten Roels.

If the customer does not take delivery of the products (for 1)) or does not collect them within the period specified in 4.5. (for 2)), the customer shall owe Paletten Roels a fixed compensation of EUR 50.00/day for storage costs. If Paletten Roels must offer the products again to the customer, the additional transportation cost shall also be charged to the customer.

Article 5: Price and Payment

The prices are based on the quantities and prices applicable on the date of the quotation and the pricing factors in effect at that time.
In view of fluctuations in purchase prices and other costs, Paletten Roels may unilaterally adjust the price, in a manner based on objective criteria and corresponding to the fluctuation in question.
Increases in taxes, fees, duties, or levies imposed by the government that were not applicable at the time the quotation was prepared shall be borne by the customer.
Paletten Roels always reserves the right to request an advance payment and to issue interim invoices. Paletten Roels shall only proceed with the performance of its obligations once the customer has made the requested advance payment, which, unless expressly agreed otherwise, amounts to 50% of the total price.

Article 6: Payment

The customer accepts that invoices may be sent by email. Any disputes must, under penalty of forfeiture, be submitted in writing with reasons within 7 working days of the invoice date via return email to Paletten Roels. Unless in the cases mentioned under 1) below, Paletten Roels cannot be obliged to accept returns. Subject to compliance with the deadlines and conditions set out in this article, Paletten Roels may accept returns due to serious and justified complaints regarding the goods. A serious and justified complaint means that the products do not comply with the technical and/or other requirements set out in the quotation and/or order confirmation, or are absolutely and objectively unusable and/or unsuitable for the intrinsic purpose and/or use of the intended end product. For returns accepted by Paletten Roels due to serious and justified complaints, no costs shall be charged to the customer. Returns, regardless of serious or justified complaints, shall never be accepted if the goods are no longer in their original condition.
Unless otherwise agreed, payment shall be made within 30 days of the invoice date. Invoices must be paid by bank transfer by the customer to the account of Paletten Roels.
If the customer is a business, in the event of full or partial non-payment within the period specified in 6.2., the invoice amount shall automatically and without notice of default be increased by:
default interest of 12% per commenced month, each commenced month counting as a full month, and a fixed compensation of 10% of the invoice amount, with a minimum of EUR 125.00. Additionally, all other outstanding claims against the customer shall become immediately due and payable. By accepting these General Terms and Conditions, the customer acknowledges that the fixed compensation is proportionate to the disadvantage suffered by Paletten Roels due to late payment. This is without prejudice to the right of Paletten Roels to claim higher compensation upon proof of greater actual damage.
If the customer is a consumer, in the event of full or partial non-payment within the period specified in 6.2., the invoice amount shall be increased by the above-mentioned default interest after a period of 14 calendar days, starting on the third day after sending a free reminder to the customer. When this free reminder is sent electronically, the 14-day period begins on the calendar day following the day the reminder was sent. From the second reminder onward, a fee of EUR 7.50 per reminder shall be charged to the consumer by Paletten Roels. In addition, for non-payment on the due date, the consumer’s invoice amount shall be increased as fixed compensation as follows: debts under EUR 150: EUR 20 debts between EUR 150.01 and EUR 500: EUR 30 + 10% on the amount above EUR 150 debts above EUR 500.01: EUR 65 + 5% on the amount above EUR 500, with a maximum of EUR 2,000
This fixed amount serves as compensation for extrajudicial collection costs caused by non-payment and without prejudice to the right of Paletten Roels to claim compensation for other damages not solely caused by non-payment. In addition, all other outstanding claims against the customer shall immediately become due and payable. By accepting these General Terms and Conditions, the customer acknowledges that this fixed compensation is proportionate to the disadvantage suffered by Paletten Roels due to late payment. This is without prejudice to the right of Paletten Roels to claim higher compensation upon proof of greater actual damage. Paletten Roels is entitled to suspend its obligations to the customer or terminate the agreement if the customer fails to fulfill its payment obligations.
If the invoice was issued at the request of the customer in the name of a third party, the customer shall remain jointly and severally liable with the third party toward Paletten Roels for compliance with all obligations arising from the agreement and these General Terms and Conditions.
The customer expressly waives any form of set-off and shall in no case have the right to withhold payments due to a dispute relating to another delivery.
Drawing and/or accepting bills of exchange or other negotiable instruments shall not constitute a renewal of debt and shall not constitute a deviation from the terms and conditions of sale.

Article 7: Force Majeure

Paletten Roels shall not be liable for any delay in performance or non-performance of its obligations due to events beyond its normal control that wholly or partially prevent the fulfillment of its obligations, including but not limited to strikes, unexpected traffic jams, accidents, fire, pandemics, operational failures, power outages, disruptions in a (telecommunication) network, non- or late delivery by suppliers or other engaged third parties, etc. In such cases, Paletten Roels reserves the right to terminate or revise the agreement in accordance with Article 5.2. When work is interrupted due to force majeure, the execution period shall be suspended for the duration of the interruption and extended by the time required to resume the work.
Any circumstances that could not reasonably have been foreseen by Paletten Roels at the time of the agreement and that make the execution of the agreement more burdensome, and which would result in significant disadvantage, shall entitle Paletten Roels to terminate or revise the agreement.

Artikel 8: Liability

Paletten Roels shall only be liable for non-compliance with its contractual obligations if, and only to the extent that, the damage is caused by its intentional fault or fraud. For all other errors, it shall not be liable.
Paletten Roels’ obligation to compensate for damages, on whatever basis, is limited to the damage covered by an insurance policy concluded by or for the benefit of Paletten Roels, and which is paid out under that insurance in the relevant case.
If the damage is for any reason not covered by an insurance policy concluded by Paletten Roels, the obligation to compensate for damages shall be limited to the amount invoiced by Paletten Roels (excluding VAT). If the agreement consists of components or partial deliveries, this obligation is limited to the invoiced amount for that component or partial delivery. Furthermore, Paletten Roels shall never be liable for indirect damages and costs (such as consequential damage, lost profits, missed savings, damage to third parties, fines, transport costs, travel and accommodation costs, etc.).
Goods delivered by Paletten Roels are only warranted for hidden defects if the goods have been maintained and used in accordance with the instructions in the quotation and/or order confirmation, or, in the absence of specific provisions in these documents, according to the usual conditions of use and maintenance applicable to the goods. No claim shall be admissible if it is not submitted in writing within one month from the moment the defect was or could have been detected.
If the customer reports a defect in a product delivered by Paletten Roels, Paletten Roels has the right to repair the product or deliver the same product again, failing which it shall credit the amount charged for that product. Damage caused by any of the following shall never be remedied by Paletten Roels:
1. normal wear and tear;
2. improper use;
3. defects in or unsuitability of items provided by or prescribed by the customer;
4. defects in or unsuitability of materials or tools used by the customer.
The customer shall indemnify Paletten Roels against all claims from third parties due to a defect in a product delivered by the customer to a third party, in which Paletten Roels’ products or materials are included.
If Paletten Roels engages assistants to fulfill its obligations, such assistants shall not be liable for any fault and/or intent or for any damage towards the customer. “Assistants” shall mean any natural or legal person engaged by Paletten Roels for the full or partial performance of the agreement, whether performing the obligation on their own account and in their own name, or on behalf and in the name of Paletten Roels, including but not limited to subcontractors, employees, directors, partners, managers, independent collaborators, representatives, and agents.

Article 9: Termination

Paletten Roels has the right to terminate the agreement with the customer at any time, with immediate effect, without prior judicial authorization, without prior notice of default, and without payment of any compensation in the following cases: (i) if the customer fails to properly and timely fulfill one or more obligations arising from the agreement, (ii) if confidence in the customer’s creditworthiness is undermined due to acts of judicial enforcement against the customer, suspension of payments, or the filing of an insolvency procedure, (iii) in the event of liquidation or cessation of the customer’s activities.
In the event of cancellation of an order by the customer, the customer shall pay for products already produced. In addition, the customer shall owe a fixed compensation of 20% of the total value of the purchased products for lost profits, without prejudice to Paletten Roels’ right to claim higher compensation upon proof of greater actual damage. If Paletten Roels terminates the agreement without valid reason, the customer shall be entitled to a fixed compensation of 5% of the order price, with a maximum of EUR 500. By accepting these General Terms and Conditions, the parties expressly acknowledge that the aforementioned fixed compensations are proportionate to the disadvantages they respectively suffer in the event of termination of the agreement.
Regardless of the agreed payment term, the customer is obliged, at the first request of Paletten Roels, to provide sufficient security for payment, to Paletten Roels’ satisfaction. If the customer fails to comply within the specified period, Paletten Roels shall have the right to terminate the agreement and shall be entitled to the compensation referred to in Article 9.2.

Article 10: Retention of Title

Notwithstanding Article 1583 of the Old Civil Code, the delivered products shall remain the exclusive property of Paletten Roels until full payment of the invoices, including the agreed price, costs, interest, and any compensation. Until full payment has been made, the customer is prohibited from reselling, renting, pledging, processing, incorporating, or otherwise disposing of or encumbering the products. Notwithstanding this retention of title, the risk of loss or damage shall pass to the customer upon delivery of the products.
Once Paletten Roels has invoked its retention of title, it may reclaim the delivered goods. The customer shall provide all necessary cooperation to facilitate this.

Article 11: Assignment of Rights or Obligations

The customer may not assign or pledge any rights or obligations arising from any article of the agreement or from these General Terms and Conditions, except with the prior written consent of Paletten Roels.

Article 12: Processing of Personal Data

Insofar as Paletten Roels receives personal data from the customer, Paletten Roels acts as the data controller within the meaning of the General Data Protection Regulation (GDPR). Paletten Roels takes the protection of personal data seriously and refers to its privacy statement (link to privacy statement on the website).

Article 13: Invalidity and Completeness

These General Terms and Conditions constitute the entire agreement between the customer and Paletten Roels with respect to the subject matter contained herein. Any amendment to one or more clauses shall not affect the other clauses, which shall remain fully applicable.
If any provision of these General Terms and Conditions is deemed excessively broad, the provision shall nonetheless be enforceable to the maximum extent permitted by law. If any provision of these General Terms and Conditions is considered entirely invalid, the customer and Paletten Roels shall in good faith replace it with a provision that closely approximates the economic effect of the invalidated provision. In any case, the potential invalidity of a provision in the General Terms and Conditions shall not result in the invalidity of one or more of the remaining provisions.

Article 14: Applicable Law and Competent Court

Belgian law shall apply.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980 shall not apply, nor shall any other international regulation to the extent its exclusion is permitted.
In the event of disputes, only the courts of the jurisdiction and division of the registered office of Paletten Roels shall have competence.

Article 15: Customer Status – Right of Withdrawal

If the customer is a consumer and the agreement is concluded remotely or outside the business premises of Paletten Roels, the customer has the right to withdraw from the agreement within 14 calendar days by sending a completed withdrawal notice via email to Paletten Roels. The customer gives consent for Paletten Roels to commence performance of the agreement before the expiration of the 14-day withdrawal period. In doing so, the customer acknowledges that they lose the right of withdrawal if the agreement is fully performed before the end of the aforementioned period.
If the customer withdraws from the agreement within the said period after performance has already commenced, but before the agreement has been fully executed, the customer shall owe proportional compensation for the services already provided by Paletten Roels.
Business customers do not have a right of withdrawal.

MODEL WITHDRAWAL FORM

(This form should only be completed and returned if you wish to withdraw from the agreement)

To: Paletten ROELS BV (hereinafter: “Paletten Roels”) with registered office at 9160 Lokeren, Dijkstraat 12,registered in the Belgian Crossroads Bank for Enterprises under number 0848.299.543 (email: verkoop@palettenroels.be / telephone: +32 477 88 63 39)

I hereby inform you that I withdraw from our agreement concerning the sale of the following goods / the provision of the following service: …………………………………………………………………………………………………………………………………………………………

Order date……….……………………………………………………………………………………………………………………………….

Customer name:…………….………………………………………………………………………………………………………………………..

Customer Address:……………………………………………………………………………………………………………………………………….

Date:………………………………………………………………………………………………………………………………………………

Customer’s Signature:………………………..

Terms and conditions