B to B GENERAL TERMS AND CONDITIONS
General Terms and Conditions. These General Terms and Conditions (General Terms and Conditions) bind the public limited company STRUDELIMMO, the registered office of which is located at Rue du Château 33, 1470 Genappe and registered with the Crossroads Bank for Enterprises with no. 0869.916.586 (STRUDELIMMO or CHATEAU DE BOUSVAL) and the client (the Client) for all orders for bottles of wine (Wines) and for all related services offered to the Client by STRUDELIMMO (hereafter together the Events) such as the organisation of visits to the vineyard and the winery, Wine tastings, or tailor-made events organised at the customer’s request. The General Terms and Conditions apply to the exclusion of Client’s own terms and conditions. No derogations from the General Terms and Conditions will be permitted, except with the prior written agreement of STRUDELIMMO. The failure to implement a clause laid down in the General Terms and Conditions may not be construed as a waiver of STRUDELIMMO’s right to exercise it.
The General Terms and Conditions consist of three parts:
- The common terms and conditions governing Wine orders and Events;
- The terms and conditions specific to Wine orders;
- The terms and conditions specific to Events.
Part I: The terms conditions common to Wine orders and Events
Price. Except where specific conditions are provided for in the offer, all prices stated in STRUDELIMMO’s offers are guaranteed for a period of thirty days from the date that the offer is sent, and are understood to be with all discounts applied, excluding VAT and excise duties (the Price).
Payment. Invoices are payable in cash upon receipt of the invoice. Any invoice that remains unpaid on its due date will automatically accrue interest, as of right, of 1% per month until the day of payment, in addition to an agreed penalty clause of 10% with a minimum of 100 EUR. The receipt of the invoice constitutes, as of right and in accordance with Article 1139 of the Civil Code, notice to the Client, without the need for any act and by the sole expiry of the term.
Complaints. Customer complaints relating to Wines and/or Events are only admissible if they are communicated in writing within five days following the collection of the Wines by the Client or the date of the Event.
Liability. In the event that STRUDELIMMO’s liability is proven, the Client (i) accepts that STRUDELIMMO’s liability is limited to the replacement of the Wines, within the limits of the manufacturers’ guarantees, and, failing that, to a reduction in the price or the termination of the contract, and (ii) waives its right to any other compensation, it being specified that STRUDELIMMO will not be required to provide compensation for indirect damage, such as loss of income, harm caused to image, or damage to third parties, etc.
Serious breach. STRUDELIMMO reserves the right to terminate the agreement with immediate effect in the event of a serious breach of the Client’s obligations. However, to the extent that the serious breach is susceptible of corrective action, the resolution can only take place after formal notice has been sent and not met with a satisfactory response within 15 days (unless the circumstances require the correction of the breach to take place more quickly, in which case this will be specified in the notice).
Substitution. Should a clause in the General Terms and Conditions be invalid, the validity of the other provisions shall be unaffected. In such cases, the aforementioned provision(s) will be deemed inoperative, and the parties will negotiate the substitution of a lawful clause in good faith, producing legal and economic effects as close as possible to the invalid clause.
Notices. It is imperative that any notices intended for STRUDELIMMO be sent by email to the following address: firstname.lastname@example.org
Legal disputes. In the event of a dispute relating to the interpretation or execution of the contract between the Client and STRUDELIMMO, the commercial court of Walloon Brabant has sole jurisdiction and Belgian law applies, to the exclusion of all other legislation.
Part II: Conditions specific to Wine orders
Excise. The Client may expressly request from STRUDELIMMO that the Wine order be, at their own risk, placed under an excise-suspension arrangement, except that STRUDELIMMO shall have the absolute right to refuse this request if it seems to it that the conditions allowing the application of this excise-suspension arrangement have not been met by the Client. In the event of the application of the excise-suspension arrangement:
- A statement reading ‘Sale under suspension of excise duty’ or an equivalent statement will be visible on the sales order; and
- The Client commits to take care of the payment of excise duty prior to the removal of the Wines subject to excise duty from the excise-suspension regime; and
- The Client indemnifies STRUDELIMMO in principle, interest, fees, and fines against any claim related to the non-payment of excise duty for the Wine order.
Payment – Advance. Except where specific condition(s) are provided for in the offer, an advance of 30% is due within 8 days of each order. In any event, the Wines will only be delivered to the Client after the payment in full of the Price of the order by the Client.
Cancellation. The cancellation of an order, for whatever reason, is only possible with the agreement of STRUDELIMMO. In any event, the cancellation of all or part of an order by the Client obliges them to compensate STRUDELIMMO in the amount of a minimum of 30% of the total Price of the cancelled order. It is specified that STRUDELIMMO will have the right to deduct the amounts previously paid as an advance from the amounts due as compensation for cancellation.
Collection of Wine Orders. STRUDELIMMO will notify the Client by email when the Wine order is ready for collection. Wine orders must be collected by the Client within a maximum period of 15 days following the confirmation email at the following address:
- Unless otherwise specified: at the Wine Cellars of the Château de Bousval located at Rue du Château 33b, 1470 Bousval.
- If the confirmation email lists ‘CHAI’ as the collection place: at the following address: rue du Grande Arbre 23, 1470 Bousval.
If the order is not collected within the period indicated, the Client will owe STRUDELIMMO compensation equal to 2% of the Price (with a minimum of 100 EUR) per day of delay.
Transfer of risk and property. Upon collecting its order, the Client assumes liability and risk for damage caused to the Wines, including loss and theft. If the Price is not paid in full before collection, the transfer of property for all Wines ordered by the Client will only take place when the Price is paid in full (without prejudice to the transfer of risks, which will take place upon collection). In the event of the cancellation of the sale of Wines, the Client expressly promises to allow STRUDELIMMO access to its premises to retrieve the Wines without prior warning, using a transporter sent by STRUDELIMMO where applicable. The Client will pay all costs incurred by the retrieval of the Wines.
Storage requirements. The Client undertakes with regard to STRUDELIMMO to comply with all requirements as to the storage of the Wine, essential to maintaining its quality in accordance with best practices. Consequently, if a shortfall in the quality of the Wine is the caused, even partially, by non-compliance with Wine storage best practices:
- No guarantee will be offered to the Client by STRUDELIMMO;
- The Client undertakes to indemnify STRUDELIMMO against any recourse by third parties and/or any damages suffered by STRUDELIMMO as a result.
Exclusion of guarantee for corked Wine. STRUDELIMMO draws the Client’s attention specifically to the fact that it is unable to guarantee that a Wine is not corked (wine with a corky or musty taste). In such instances, the Client will not be able to obtain replacement of the Wine nor reimbursement and STRUDELIMMO will owe the Client no compensation.
Packaging of the order. Wine orders are prepared in packaging that is appropriate for normal conditions and with the care and diligence necessary when handling this type of product.
Part III: Conditions specific to Events
Organisation of an Event. STRUDELIMMO undertakes to organise an Event for the Client in accordance with the conditions specified in the offer.
Regular partners. Unless express, prior agreement is provided by STRUDELIMMO, the Client is required to use one (or more) of its partners and suppliers (together the Partners), for all services related to the organisation of the Event (the Services). The Services include, but are not limited to: catering, bar, audiovisual, concierge, hostesses, branding, flowers, creative and conceptualisation services, etc. To ensure proper coordination of the Event, the Client will exclusively contact STRUDELIMMO about any issues relating to the Partners.
When the Client uses STRUDELIMMO’s Comprehensive Services, STRUDELIMMO is (i) considered a full-service organiser and (ii) covered for the risks associated with its civil operating liability (professional civil liability). In such instances, the Client should not take out additional insurance coverage.
External providers. Should STRUDELIMMO agree to waive the exclusivity provided for in Article 19, and should the Client use the services of a Non-Partner provider (External Providers) or provide part of the services for the Event itself, the following conditions apply:
- All External Providers must be fully identified and accepted beforehand by STRUDELIMMO;
- The Client alone assumes full responsibility for the Event in its capacity as Event Organiser, releasing STRUDELIMMO from any responsibility;
- In particular, the Client assumes sole and total responsibility for all accidents, damages and adverse affects caused by the Client, its team, External Providers, as well as the equipment brought onto the Event premises by the Client or External Providers;
- The Client undertakes to take out all types of insurance necessary or appropriate for the event and, at the very least, to take out organiser civil liability insurance. The equipment brought in by the Client is not covered by STRUDELIMMO’s insurance (theft, damage, etc.). The Client undertakes to provide STRUDELIMMO with a certificate of insurance coverage no later than 10 working days before the event.
Insurance. The Client is not required to take out fire insurance as long as STRUDELIMMO has valid insurance and the policy taken out provides a waiver of recourse to the Client in the event of a fire, without prejudice to STRUDELIMMO’s right to claim payment of the excess from the Client.
STRUDELIMMO’s liability. STRUDELIMMO’s obligations are limited to the provision of the Services specifically listed in the offer. STRUDELIMMO is liable only in cases of gross negligence, fraud or intentional misconduct.
STRUDELIMMO cannot be held liable for damage, theft or loss of property belonging to the Client or third parties.
Offer. Taking into account the limited availability of the Partners, offers for the organisation of events may be withdrawn or amended as long as they have not been returned signed for agreement by the Client.
Payment terms. Except where specific condition(s) are provided for in the offer, the Event Price is payable as follows:
- On acceptance of the offer: a first instalment of 30% of the Price stated in the offer;
- No later than 15 days before the Event: a second instalment of 50% of the Price (with it being specified that the Price in the offer has been changed in the interim and the total due on that date must be 80% of the new Price);
- Within 5 working days following the Event: the balance of the total Event Price, after deduction of the first two instalments.
Cancellation conditions. Any cancellation of the Event by the Client results in the payment of a cancellation fee established as follows:
- Cancellation no later than 16 days before the Event: 30% of the total Event Price;
- Cancellation less than 16 days before the Event: 80% of the total Event Price.
The cancellation fee is set without prejudice to STRUDELIMMO’s right to claim full compensation for damages suffered as a result of the cancellation of the Event, including reimbursement of expenses already incurred for the Event.