General terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE TO CONSUMERS – B2C

Applicable from 18/08/2026

IDENTIFICATION OF THE SELLER

VAN DIJCK – BELGIUM STONE COMPANY SA
Rue des Alouettes 171
4041 Milmort (Herstal), Belgium
Company and VAT number: BE 0453.891.506
Telephone: +32 (0)4 278 73 25
Email: info@van-dijck.be
Website: www.van-dijck.be

Hereinafter referred to as “the Seller”.

The mere act of placing an order orally or in writing entails the customer’s acceptance of these general terms and conditions of sale, provided that they were communicated to the customer before the contract was concluded and that the customer had an opportunity to read and accept them.

These terms and conditions apply exclusively to sales concluded with a consumer, meaning a natural person acting for purposes outside their trade, business, craft or profession, within the meaning of Article I.1, 2°, of the Belgian Code of Economic Law.

1. QUOTATIONS, ORDERS AND ADVANCE PAYMENTS

Unless stated otherwise, offers and quotations remain valid for the period specified in them.

An order becomes final once it has been accepted by the Seller and, where an advance payment is requested, once that payment has been made, without prejudice to any statutory right of withdrawal.

Amounts paid when the order is placed constitute advance payments and not mere earnest money. Except where a statutory right of withdrawal or termination applies, payment of an advance does not entitle the consumer to cancel the order unilaterally.

Once an advance payment has been made, an order form or equivalent document is drawn up. It states, in particular:

• the identity of the Seller and the consumer;
• a description of the goods and services ordered;
• the quantities;
• the total price including VAT;
• the exact amount of the advance payment;
• the remaining balance;
• the delivery date or period;
• whether that date is essential, where applicable;
• the Seller’s signature or acceptance.

Any change requested by the consumer after the order confirmation is subject to the Seller’s acceptance. Such a change may result in an adjustment to the price and delivery time.

2. PRICES AND PAYMENT TERMS

Prices intended for consumers are expressed in euros and include VAT.

Costs for transport, delivery, unloading, packaging in big bags, sorting, urgent preparation, special treatment or manufacturing are stated separately unless they are expressly included in the price.

Where delivery costs depend on the quantity, weight, postcode, type of lorry, means of unloading or accessibility of the delivery location, they are calculated in a quotation before the contract is concluded.

The accepted payment methods are communicated before the ordering process begins and are stated in the quotation, order form or order confirmation.

Unless otherwise stated in the order confirmation, invoices are payable in cash and no later than upon delivery or collection of the goods.

The agreed price may not be changed after the contract has been concluded without the consumer’s consent, except where the consumer requests a change to the order or in other cases permitted by law.

An obvious clerical error in a price, quantity or description does not bind the Seller to the extent permitted by law. The consumer is informed without delay and may confirm the corrected order or cancel it without charge.

3. LATE PAYMENT

If an invoice remains unpaid on its due date, the Seller sends the consumer a first reminder free of charge.

This reminder states, in particular:

• the outstanding amount;
• a description of the goods or services concerned;
• the date on which the debt became due;
• the Seller’s name, address and company number;
• the period allowed before interest or compensation is applied;
• the interest rate and the method used to calculate the fixed compensation.

No interest or compensation may be claimed before the expiry of a period of at least fourteen calendar days.

This period begins on the third working day following dispatch of the reminder by post, or on the calendar day following electronic dispatch of the reminder.

After this period has expired, the outstanding amount is automatically increased, within the limits permitted by Articles XIX.2 to XIX.4 of the Belgian Code of Economic Law:

1. by late-payment interest calculated on the outstanding amount, in proportion to the number of days in arrears, at the maximum rate provided for in Article XIX.4, 1°, of the Belgian Code of Economic Law, namely the reference rate referred to in Article 5, second paragraph, of the Act of 2 August 2002 on combating late payment in commercial transactions, increased by eight percentage points. The total applicable rate, updated every six months, is published by the FPS Finance on this official English-language page;
2. by a single fixed compensation of:

• EUR 20 where the outstanding amount is less than or equal to EUR 150;
• EUR 30, plus 10% of the amount between EUR 150.01 and EUR 500, where the outstanding amount is between EUR 150.01 and EUR 500;
• EUR 65, plus 5% of the amount above EUR 500, subject to an overall maximum of EUR 2,000, where the outstanding amount exceeds EUR 500.

Where the Seller meets the statutory definition of an SME, it may decide that interest will run from the calendar day following dispatch of the reminder, but such interest may only be claimed after the statutory fourteen-day period has expired. In all other cases, interest begins to run after that period has expired, in accordance with Article XIX.2, § 4, of the Belgian Code of Economic Law.

No other amount may be claimed from the consumer in connection with amicable debt recovery, unless otherwise provided by law.

The consumer may claim equivalent compensation where, through its own fault, the Seller fails to refund an amount that is definitively due after formal notice and the expiry of an equivalent period, without prejudice to the consumer’s other statutory rights. This reciprocity is provided for in accordance with Article VI.83, 17°, of the Belgian Code of Economic Law.

4. RESERVATION OF TITLE

The goods sold remain the Seller’s property until the price has been paid in full, regardless of where the goods are located.

Until the price has been paid in full, the consumer must keep the goods with due care and may not resell, transfer or pledge them, or allow a third party to acquire rights over them.

In the event of non-payment, the Seller may invoke its reservation of title and request the return of the goods in accordance with the procedures provided by law.

The reservation of title does not alter the time at which risk passes, which is determined in accordance with Article 7 of these terms and conditions.

5. DELIVERY TIMES

The delivery date or period confirmed in the quotation, order form or order confirmation is binding on the parties.

Where no delivery date or period has been agreed, the Seller delivers the goods without undue delay and no later than thirty days after the contract is concluded, in accordance with Article VI.43 of the Belgian Code of Economic Law.

If the agreed period is exceeded, the consumer requests the Seller to make delivery within an additional period appropriate to the circumstances.

If the Seller fails to deliver within that additional period, the consumer may terminate the contract and obtain reimbursement of the amounts paid in accordance with the law.

The consumer may terminate the contract without granting an additional period where:

• the Seller refuses to deliver;
• compliance with the delivery date is an essential condition of the contract;
• before the contract was concluded, the consumer clearly stated that delivery had to take place before a specified date and the Seller accepted that requirement.

A date requested by the consumer constitutes an essential condition only if this is expressly stated on the order form.

A delay caused by a supplier constitutes force majeure only if its cause was unforeseeable, beyond the Seller’s reasonable control and impossible to avoid despite reasonable measures having been taken.

The Seller informs the consumer as soon as possible of any event of force majeure and its foreseeable consequences for delivery.

6. METHOD AND PLACE OF DELIVERY

The delivery arrangements, location, type of lorry, means of unloading and corresponding costs are specified in the quotation or order confirmation.

Unless otherwise agreed, delivery takes place at the boundary of the public highway, at a legally accessible and stable location with sufficient load-bearing capacity for the vehicle used.

The consumer must:

• provide an accurate address and correct access instructions;
• report any restrictions relating to height, width, length, weight or traffic;
• obtain any permits that may be required;
• report pipes, cables, tanks, pits, sewers and other underground installations;
• ensure that the access routes and ground can support the lorry and unloading operations;
• be present or validly represented at the time of delivery.

Where delivery does not take place on the public highway and the consumer asks the driver to enter private property, the consumer confirms that the ground and access routes are suitable.

The Seller is not liable for damage to pavements, pipes, installations, buildings, ground or other property where such damage results exclusively from unsuitable access, insufficient load-bearing capacity, an obstacle or an unreported installation.

The consumer is liable for damage to the Seller’s or carrier’s equipment where that damage results from unsuitable ground, inaccurate information or instructions given by the consumer.

These provisions do not release the Seller or carrier from liability for any fault attributable to them.

Where delivery cannot be made because the consumer is absent, access is impossible or information is incorrect, reasonable waiting, return or redelivery costs may be charged, provided that they were communicated to the consumer.

7. COLLECTION AND LOADING BY THE CUSTOMER

Where the Customer collects the goods from the Seller’s premises, loading shall in principle be carried out by the Seller using appropriate handling and lifting equipment, insofar as this is technically possible and subject to the safety conditions determined by the Seller.

Where the Customer expressly requests to load or handle all or part of the goods himself, in particular manually into his vehicle, boot/trunk or trailer, he shall carry out such handling under his own responsibility and at his own risk.

The Seller may refuse to manually place goods directly inside the Customer’s vehicle, boot/trunk or any other part of the vehicle, in particular in order to avoid any risk of damage to the vehicle or the goods. Where the Customer nevertheless chooses to carry out such handling himself, he shall be responsible for any damage caused by his own handling to the vehicle, trailer, goods or any other property.

Where manual loading takes place in an area in which personal protective equipment is required, including safety footwear, the Customer must comply with the applicable safety instructions. The Seller may prohibit the Customer from loading the goods himself or from entering the relevant area if these requirements are not complied with.

The Customer must at all times comply with the instructions given by the Seller’s staff and with the traffic and safety rules applicable on the premises.

This provision shall not have the effect of excluding or limiting the Seller’s liability where the damage results from an act, omission or fault attributable to the Seller, its staff or its equipment, insofar as such liability may not legally be excluded or limited.

8. TRANSPORT AND PASSING OF RISK

Where transport is organised by the Seller or carried out by a carrier proposed by it, the goods remain at the Seller’s risk until the consumer, or a third party designated by the consumer, takes physical possession of them, in accordance with Article VI.44 of the Belgian Code of Economic Law.

Where the consumer chooses a carrier that was not proposed by the Seller, risk passes to the consumer when the goods are handed over to that carrier.

The consumer is invited to check the apparent condition and quantities upon delivery and to record any discrepancy on the delivery document. Failure to make a reservation does not deprive the consumer of their statutory rights.

9. QUANTITIES, MEASUREMENTS AND YIELDS

The consumer is responsible for the accuracy of the plans, dimensions, surface areas, quantities and other information supplied to the Seller.

Where quantities are calculated on the basis of information supplied by the consumer or by their contractor, architect, installer or other representative, the Seller is not liable for any shortage or excess resulting from inaccurate or incomplete information.

Estimated surface areas for setts sold by weight, loose, in big bags or by lot are indicative. Actual yield depends in particular on:

• the dimensions and variations of the setts;
• sorting carried out during laying;
• joint width;
• the laying pattern and method;
• cutting losses, wastage and breakage;
• the condition of the reclaimed materials.

The consumer must allow for the additional quantities required for joints, cuts, sorting, wastage, reasonable breakage and future repairs.

The Seller cannot guarantee that an additional order will come from the same lot or have exactly the same dimensions, shades, patinas or characteristics as the original order.

10. NATURAL STONE

Natural stone is a material that naturally displays variations in colour, shade, veining, grain, structure, porosity, crystallisation, fossil content, oxidation, texture and surface appearance.

Photographs, samples, digital visualisations, displays and exhibited goods provide a general indication of the product. Given the variations inherent in natural stone and reclaimed materials, they do not constitute a commitment that the shades, veining, patinas, textures and other naturally variable characteristics will be reproduced identically throughout the order. This reservation does not, however, deprive such elements of all contractual effect: the delivered goods must continue to conform to the agreed description and, where applicable, be of the quality and correspond to the description of the sample or model made available to the consumer, in accordance with Article 1649ter, §§ 2 and 3, of the former Belgian Civil Code.

Natural variations do not constitute a defect where the products remain consistent with their description, the stated tolerances, normal professional practice and the agreed use.

Dimensions, thicknesses, shades and finishes may be subject to the tolerances inherent in the material and manufacturing process concerned.

The consumer must inform the Seller of the intended use and the project’s specific constraints. Commercial advice is not a substitute for a technical study or the involvement of a qualified architect, contractor or installer.

11. SETTS AND RECLAIMED MATERIALS

Setts and reclaimed materials are second-hand goods that have previously been used.

They naturally display differences in dimensions, shapes, colours, wear, patina, texture, edges, laying marks, mortar residue, soiling and other marks related to their age and previous use.

These characteristics do not constitute a defect where they were clearly stated before the order and correspond to the agreed category, sorting, general sample, lot or description.

Where a collection of goods is presented and sold as a complete and indivisible lot, the lot constitutes a single unit of sale. The return of only part of the lot may not be required, unless expressly agreed by the Seller or pursuant to a specific statutory right.

For goods clearly sold as second-hand or reclaimed goods, the Seller and the consumer may agree to reduce the statutory guarantee period to one year from delivery. This reduction applies only if the consumer was informed of it clearly and unambiguously before the contract was concluded and expressly accepted it in the quotation, order form or equivalent document. The Seller bears the burden of proving that this information was provided and accepted. Failing this, the statutory two-year period applies, in accordance with Article 1649quater, § 1, of the former Belgian Civil Code and the official guidance issued by the FPS Economy.

12. CLAIMS AND STATUTORY GUARANTEE

Any claim relating to quantities, an incorrect product or an apparent defect must be reported to the Seller as soon as possible after delivery, preferably within eight days, so that it can be checked promptly.

This eight-day period is a recommended inspection period and does not remove the consumer’s statutory guarantee.

New goods benefit from the statutory guarantee of conformity for two years from delivery, in accordance with Article 1649quater of the former Belgian Civil Code.

The consumer must report any lack of conformity within two months of the day on which it was discovered. The report may be made by telephone, email, post or directly at the Seller’s premises.

In the event of a lack of conformity, the consumer has the remedies provided by law. They may request repair or replacement free of charge unless the requested remedy is impossible or disproportionate, in accordance with Article 1649quinquies of the former Belgian Civil Code.

Where repair or replacement is impossible, disproportionate or cannot be carried out within a reasonable period, the consumer may request a proportionate price reduction or termination of the contract under the conditions provided by law.

The guarantee does not cover:

• correctly described natural characteristics of the stone;
• normal characteristics of reclaimed materials;
• defects known to the consumer when the order was placed;
• normal wear and tear;
• damage caused after delivery by incorrect storage, handling, cutting, laying, treatment, cleaning or maintenance;
• damage resulting from an unsuitable base, inadequate water drainage, incompatible laying products, frost or the intervention of a third party, where these circumstances are not attributable to the Seller.

The consumer and their installer must inspect the goods before cutting, treating or laying them. If an apparent defect is found, the products concerned must not be used before the Seller has had an opportunity to inspect them.

The deliberate laying or processing of goods despite an obvious defect may be taken into account when determining the consequences of the defect and the extent of the damage, without prejudice to the consumer’s mandatory rights.

13. RIGHT OF WITHDRAWAL FOR DISTANCE AND OFF-PREMISES CONTRACTS

13.1. Scope

This Article applies:

– to distance contracts, concluded without the simultaneous physical presence of the Seller and the Consumer, in particular via the Seller’s website, by e-mail or by telephone;
– to off-premises contracts, concluded in the simultaneous physical presence of the Seller and the Consumer at a location other than the Seller’s business premises, for example at the Consumer’s home or at a worksite.

These concepts are defined in Article I.8, 15° and 31°, of the Belgian Code of Economic Law.

This Article does not apply to orders definitively concluded at the Seller’s business premises, unless otherwise provided by law or by an express commercial undertaking given by the Seller.

For products that do not fall within a statutory exception, the Consumer has a period of fourteen calendar days in which to exercise the right of withdrawal without having to provide any reason:

– for distance contracts, in accordance with Articles VI.47 to VI.53 of the Belgian Code of Economic Law;
– for off-premises contracts, in accordance with Articles VI.67 to VI.73 of the Belgian Code of Economic Law.

13.2. Commencement of the withdrawal period

For a contract for the sale of goods, the withdrawal period begins on the day following the day on which the Consumer, or a third party designated by the Consumer other than the carrier, takes physical possession of the goods.

Where several goods forming part of the same order are delivered separately, the period begins on the day following receipt of the last item.

Where goods consisting of several lots or pieces are delivered separately, the period begins on the day following receipt of the last lot or piece.

For a service contract, the withdrawal period begins on the day following the conclusion of the contract.

In the case of an off-premises contract, no deposit or payment may be requested or accepted from the Consumer before the expiry of a period of seven working days beginning on the day following the date on which the contract was signed, except where a statutory exception applies, in accordance with Article VI.67, § 2, of the Belgian Code of Economic Law.

13.3. Exercising the right of withdrawal

The Consumer must notify the Seller of the decision to withdraw before the expiry of the fourteen-day period by means of:

– the model withdrawal form annexed to these General Terms and Conditions; or
– any other clear and unambiguous statement setting out the Consumer’s decision to withdraw from the contract.

The notification must be sent to:

VAN DIJCK – BELGIUM STONE COMPANY SA
Rue des Alouettes 171
4041 Milmort (Herstal), Belgium
E-mail: info@van-dijck.be

The use of the model withdrawal form is optional.

13.4. Return of the goods and return costs

Unless the Seller has offered to collect the goods, the Consumer must return or hand over the goods to the Seller no later than fourteen days after notifying the Seller of the decision to withdraw.

The deadline is met if the Consumer sends the goods before the fourteen-day period has expired.

The direct cost of returning the goods shall be borne by the Consumer, provided that the Consumer was clearly informed of this before being contractually bound:

– for distance contracts, in accordance with Article VI.51, § 1, of the Belgian Code of Economic Law;
– for off-premises contracts, in accordance with Article VI.71, § 1, of the Belgian Code of Economic Law.

Due to their weight and volume, stones, paving stones, pallets and big bags generally cannot be returned by ordinary post.

For distance contracts, the cost of returning such goods or, where that cost cannot reasonably be calculated in advance, a reasonable estimate of the maximum return cost must be communicated to the Consumer before the Consumer is contractually bound, in accordance with Article VI.45, § 1, 9°, of the Belgian Code of Economic Law.

This information may appear in the quotation, commercial offer or order form, provided that the relevant document is given to the Consumer before or at the time the Consumer becomes contractually bound and, in any event, before any deposit is paid.

If this information is only included in an order form issued after the Consumer has already entered into a binding commitment or paid a deposit, it shall be deemed to have been provided too late.

For off-premises contracts, the Consumer must also be informed before entering into the contract that the direct cost of returning the goods will be borne by the Consumer, in accordance with Article VI.64, § 1, 8°, of the Belgian Code of Economic Law.

However, where an off-premises contract is concluded and the goods have been delivered to the Consumer’s home at the time the contract is concluded, the Seller must collect the goods at its own expense if, by their nature, they cannot normally be returned by post, in accordance with Article VI.71, § 1, of the Belgian Code of Economic Law.

Where the Seller agrees to arrange the return transport, the actual direct cost of that transport, or the cost reasonably estimated in advance, may be charged to the Consumer and deducted from the reimbursement with the Consumer’s agreement, provided that the Consumer was informed of this before being contractually bound.

This deduction shall not apply where the law requires the Seller to collect the goods at its own expense.

No flat-rate deduction of 50% of the purchase price shall be applied in connection with the statutory right of withdrawal.

Where the Consumer chooses and arranges the return transport, the Consumer bears the risks associated with the return until the goods are received by the Seller.

13.5. Reimbursement

The Seller shall reimburse all payments received from the Consumer, including the initial delivery costs corresponding to the least expensive standard delivery method offered by the Seller, no later than fourteen days after the day on which the Seller is informed of the Consumer’s decision to withdraw:

– for distance contracts, in accordance with Article VI.50 of the Belgian Code of Economic Law;
– for off-premises contracts, in accordance with Article VI.70 of the Belgian Code of Economic Law.

Where the Consumer has expressly chosen a delivery method that is more expensive than the least expensive standard delivery method offered by the Seller, the Seller shall not be required to reimburse the additional cost.

Unless the Seller has offered to collect the goods, the Seller may withhold reimbursement until the goods have been recovered or until the Consumer provides sufficient evidence that the goods have been sent back, whichever occurs first.

The reimbursement shall be made using the same means of payment as that used by the Consumer for the original transaction, unless the Consumer has expressly agreed to another means of payment that does not incur any additional costs.

13.6. Diminished value of the goods

The Consumer shall be liable for any diminished value of the goods resulting from handling other than what is necessary to establish the nature, characteristics and functioning of the goods:

– for distance contracts, in accordance with Article VI.51, § 2, of the Belgian Code of Economic Law;
– for off-premises contracts, in accordance with Article VI.71, § 2, of the Belgian Code of Economic Law.

The following may, in particular, result in a significant or total diminution in the value of the goods:

– cutting or sawing;
– installation or gluing;
– grouting or jointing;
– impregnation or the application of any treatment;
– irreversible mixing with other materials;
– damage or abnormal soiling;
– the separation of an indivisible lot;
– any processing or alteration that prevents the normal resale of the goods.

14. MADE-TO-MEASURE WORK AND PERSONALISED GOODS

In accordance with Article VI.53, 3°, of the Belgian Code of Economic Law, the consumer has no right of withdrawal for goods made to their specifications or clearly personalised.

The following are considered made-to-measure or personalised, in particular, where the requested characteristics are specific to the consumer’s project:

• stones cut to specific dimensions;
• thresholds, steps, sills, copings, kerbs, slabs or other pieces manufactured from a plan, measurement or template;
• pieces with a specific shape, profile, finish, treatment or engraving;
• dimensions or combinations that do not correspond to the standard products normally offered by the Seller;
• mixes made to a particular composition requested by the consumer;
• goods specially sorted according to particular criteria of shade, dimension, size, origin, patina, shape or quality;
• orders prepared according to an individual, non-standard distribution that cannot reasonably be returned to stock or resold without further sorting, unpacking or substantial processing.

The exclusion of the right of withdrawal takes effect when the contract is concluded, provided that the personalised nature of the product and the absence of a right of withdrawal were clearly communicated to the consumer before the order was placed.

The fact that manufacturing, cutting or personalised preparation has not yet begun when the consumer wishes to cancel does not create a right of withdrawal where the goods genuinely fall within this statutory exception.

However, merely selecting a standard product, reserving a standard lot or carrying out the logistical preparation of a standard order is not sufficient to turn the product into a personalised item for legal purposes.

15. PACKAGING IN BIG BAGS

Packaging in big bags at the consumer’s request constitutes an additional handling, packaging and preparation operation. Its price is stated separately in the quotation or order form.

Merely placing standard setts in standard big bags does not automatically remove the right of withdrawal applicable to the setts.

Packaging in big bags may nevertheless form part of a personalised order excluded from the right of withdrawal where the consumer requests, in particular:

• specific sorting before packaging;
• a composition or mix specific to their project;
• a precise, non-standard distribution among several big bags;
• an individual weight or quantity per big bag;
• a specific selection of dimensions, colours, shapes, sizes, patinas or qualities;
• any other preparation that makes the order difficult to resell to another customer without unpacking, further sorting or substantial processing.

In that case, the personalised nature of the packaging and loss of the right of withdrawal must be expressly stated and accepted in the quotation or order form.

Where packaging in big bags is not sufficient to personalise the goods, it is treated as a separate service.

For a distance contract, the consumer may expressly request that this service begin before the withdrawal period applicable to services has expired, in accordance with Article VI.46, § 8, of the Belgian Code of Economic Law.

Where the packaging service has been fully performed with the consumer’s prior express consent and after the consumer acknowledged that they would lose their right of withdrawal once the service had been fully performed, the price of that service is no longer refundable.

If the consumer withdraws before the service has been fully performed, they remain liable for the proportionate amount corresponding to the work already carried out, provided that they expressly requested immediate commencement and were informed of this obligation in advance.

Loss of the right of withdrawal in respect of the big-bag packaging service does not remove the right of withdrawal for the standard setts themselves where that right remains applicable by law.

16. URGENT ORDERS AND EXPEDITED PREPARATION

Where a consumer asks for their order to be manufactured, sorted, packaged, prepared or made available more quickly than the Seller’s normal lead time, this request must be expressly recorded in the quotation or order form.

Where it concerns goods genuinely made to measure or personalised within the meaning of Article 13, the order does not benefit from a right of withdrawal, regardless of its urgent nature.

Where it concerns standard goods, urgent preparation constitutes a separate service. Any price for this service is stated separately.

For distance contracts, the consumer may expressly request immediate performance of this service before the withdrawal period expires.

Where the urgent service has been fully performed with the consumer’s prior express consent and after the consumer acknowledged that they would lose their right of withdrawal once the service had been fully performed, the price of the urgent service is no longer refundable.

If the consumer withdraws before the urgent service has been fully performed, they remain liable for the amount proportionate to the work already carried out, provided that the statutory requirements relating to the request for immediate performance were met.

A request for expedited delivery or preparation does not, by itself, remove the right of withdrawal applicable to standard goods.

17. CANCELLATION OUTSIDE THE RIGHT OF WITHDRAWAL

Except where the law provides for a right of withdrawal or termination, the consumer may not unilaterally cancel an accepted order.

If the Seller exceptionally agrees to a cancellation, it may claim reasonable compensation corresponding, in particular, to:

• materials already ordered or reserved;
• work already carried out;
• sorting, cutting, packaging or preparation already performed;
• transport, handling and storage costs;
• loss in value of the goods;
• the loss actually and reasonably suffered.

The cancellation terms and the amount claimed are communicated to the consumer and must comply with the limits imposed by law.

Where a fault by the Seller gives the consumer a statutory right to terminate the contract, the consumer benefits from reciprocal protection and may claim reasonable compensation for the loss they can prove.

18. COMMERCIAL RETURNS

Except under the statutory right of withdrawal, the statutory guarantee or another right provided by law, correctly delivered goods are not accepted for return without the Seller’s prior written consent.

Where a commercial return is exceptionally accepted, the terms, costs, means of transport and any loss in value are agreed in writing before the return.

Exclusively within this commercial framework, and therefore outside the exercise of the statutory right of withdrawal, statutory guarantee or any other mandatory consumer right, where a return is accepted in writing by the Seller, the return value of correctly delivered goods is set at 50% of their original purchase price including VAT, excluding delivery, preparation and other service charges. The return remains subject to the condition, completeness, quantity and resalability of the goods.

The Seller cannot be required to accept the partial return of goods sold as a complete and indivisible lot.

19. LIABILITY

The Seller is liable for direct damage resulting from a fault attributable to it.

The Seller is not liable for damage resulting from:

• inaccurate information, measurements, plans or quantities supplied by the consumer or by a third party chosen by them;
• use other than the use communicated when the order was placed;
• incorrect storage, handling, cutting, laying, treatment or maintenance;
• an unsuitable base, inadequate drainage or incompatible laying products;
• the intervention of a contractor, architect, installer, carrier or other third party chosen by the consumer;
• unsuitable ground or access that was not reported;
• natural variations or normal characteristics of reclaimed materials that were correctly described before the order.

The Seller is not liable for indirect or consequential loss that does not result directly from a fault attributable to it.

Nothing limits or excludes the Seller’s liability in cases of fraud, gross negligence, injury to physical integrity or other cases in which limitation is prohibited by law.

20. FORCE MAJEURE

Force majeure means any unforeseeable and unavoidable event beyond the Seller’s reasonable control that makes performance of its obligations temporarily or permanently impossible.

In the event of force majeure, performance of the affected obligations is suspended for the duration of the impediment.

The Seller informs the consumer as soon as possible of the nature of the event and its foreseeable impact.

If the impediment becomes permanent or deprives the contract of its usefulness on a lasting basis, either party may terminate the contract in respect of the unperformed part. Amounts paid for that part are refunded.

21. PRECEDENCE OF THE TERMS AND CONDITIONS

These general terms and conditions take precedence over any document or terms originating from the consumer, unless expressly accepted in writing by the Seller.

Special terms included in the quotation, order form or order confirmation take precedence over these general terms and conditions where they have been expressly accepted by both parties.

22. COMPLAINTS AND MEDIATION

Any complaint may be addressed to the Seller:

• by email to info@van-dijck.be;
• by telephone on +32 (0)4 278 73 25;
• by post or in person at Rue des Alouettes 171, 4041 Milmort.

The consumer is invited to provide their order number, an accurate description of the problem and, where useful, photographs.

If no amicable solution is found after a prior complaint to the Seller, the consumer may contact:

Consumer Mediation Service
North Gate II
Boulevard du Roi Albert II 8, Box 1
1000 Brussels
Email: contact@consumentenombudsdienst.be
Website: www.consumerombudsman.be

23. GOVERNING LAW AND JURISDICTION

These terms and conditions and contracts concluded with the consumer are governed by Belgian law.

This choice of law does not deprive a consumer resident in another Member State of the European Union of any more protective mandatory provisions applicable in their country of residence.

In the event of a dispute, jurisdiction is determined in accordance with the applicable statutory rules. No exclusive territorial jurisdiction may be imposed on the consumer outside the cases permitted by law.

24. SEVERABILITY

If a provision of these terms and conditions is declared void, unlawful or unenforceable, this does not affect the validity of the remaining provisions.

To the extent permitted by law, the provision concerned is replaced by a valid provision producing an economic and legal effect as close as possible to that originally intended.

25. APPLICABLE VERSION

The applicable version of the general terms and conditions is the version communicated to and accepted by the consumer when the contract was concluded.

Any subsequent amendment does not apply to orders already concluded, unless expressly agreed by the consumer or required by law.

ANNEX – MODEL WITHDRAWAL FORM

To be completed and returned only if you wish to withdraw from a distance or off-premises contract and your order does not fall within a statutory exception.

Annex withdrawal form Van Dijck EN

GENERAL TERMS AND CONDITIONS OF SALE BETWEEN BUSINESSES – B2B

Applicable from 18/08/2026

IDENTIFICATION OF THE SELLER

VAN DIJCK – BELGIUM STONE COMPANY SA
Rue des Alouettes 171
4041 Milmort (Herstal), Belgium
Company and VAT number: BE 0453.891.506
Telephone: +32 (0)4 278 73 25
Email: info@van-dijck.be
Website: www.van-dijck.be

Hereinafter referred to as “the Seller”.

These general terms and conditions apply exclusively to relationships between the Seller and any customer acting in the course of its professional, commercial, industrial, craft, liberal professional or public-sector activity, hereinafter referred to as “the Buyer”. Business status is assessed in accordance with Article I.1, 1°, of the Belgian Code of Economic Law. A natural person who orders mainly for purposes outside their professional activity remains a consumer and is subject to the B2C terms and conditions, even if they provide a company number or request an invoice.

The mere act of requesting a quotation, placing an order orally or in writing, signing a quotation, paying an advance, taking delivery of the goods or allowing their preparation to begin entails the Buyer’s acceptance of these general terms and conditions, provided that they were communicated or made accessible to the Buyer before the contract was concluded.

1. QUOTATIONS AND FORMATION OF THE CONTRACT

Unless otherwise stated, the Seller’s offers and quotations remain valid for the period specified in them. If no period is stated, they remain valid for thirty calendar days.

Quotations are prepared on the basis of the information provided by the Buyer. The Seller is not liable for errors, omissions or consequences resulting from inaccurate or incomplete information, plans, measurements, dimensions or specifications.

An order becomes definitively binding on the Seller only after its written acceptance, dispatch of an order confirmation, commencement of performance or receipt of the requested advance payment.

The Seller’s representatives, employees, agents or intermediaries may not bind the Seller beyond the powers expressly granted to them.

Any change to the order requested by the Buyer must be accepted in writing by the Seller. It may result in an adjustment to the price, quantities, technical conditions and delivery times.

Oral commitments bind the Seller only after written confirmation.

2. NO RIGHT OF WITHDRAWAL

The professional Buyer has no statutory right of withdrawal, including where the order is concluded:

• through the website or outlet;
• by email;
• by telephone;
• remotely;
• away from the Seller’s premises;
• by electronic signature of a quotation or order form.

Every accepted order is firm, final and irrevocable, unless the Seller agrees otherwise in writing.

The absence of a right of withdrawal applies both to standard goods and to made-to-measure products, complete lots, sorted goods, goods packaged in big bags and urgent orders.

The statutory right of withdrawal for distance contracts is reserved for consumers by Articles VI.47 et seq. of the Belgian Code of Economic Law. However, this article does not deprive the Buyer of a cancellation right expressly granted by the Seller or provided for by a mandatory provision.

3. PRICES

Unless stated otherwise, prices are expressed in euros, excluding VAT, transport, unloading, packaging, pallets, big bags, customs duties, insurance and other costs or taxes.

The applicable prices are those stated in the Seller’s order confirmation.

Quantities stated in quotations are estimates where their determination depends on plans, measurements, weights, yields or information supplied by the Buyer.

An obvious clerical, typographical, computer or calculation error does not bind the Seller. The Seller informs the Buyer as soon as the error is discovered and submits a correction.

Where, after order confirmation and before delivery, the cost of raw materials, energy, fuel, transport, labour, taxes, customs duties or necessary supplies increases because of objective circumstances beyond the Seller’s reasonable control, the Seller may pass that increase on proportionately to the part not yet performed. The adjustment is limited to the actual and demonstrable impact of these factors and may not alter price components relating to work already definitively performed.

The Seller communicates the reason for and calculation of this adjustment to the Buyer on a durable medium. If the increase exceeds 10% of the initial price of the unperformed part, the Buyer may cancel only that part within five working days following notification. For a made-to-measure, already prepared or specially sourced order, cancellation remains possible for the part not yet performed, but services already performed and irreversibly incurred external costs remain payable against supporting documents.

If the Buyer does not respond within this period, the Seller may suspend the affected part and request written confirmation of the new price. If no agreement is reached within a reasonable time, either party may terminate the unperformed part without compensation other than payment for services already performed and irreversibly incurred external costs. This clause must be interpreted in accordance with Articles VI.91/3 to VI.91/6 of the Belgian Code of Economic Law on unfair terms between businesses, particularly in relation to unilateral price changes.

4. PAYMENT

Unless special terms are confirmed in writing, cash sales are payable no later than before the goods are collected or delivered.

For Buyers granted a payment period accepted by the Seller, invoices are payable in Milmort no later than the fifteenth calendar day following their date, without discount, set-off or deduction.

A different payment period may arise only from the Seller’s written agreement and may under no circumstances exceed the mandatory maximum period laid down by the Act of 2 August 2002 on combating late payment in commercial transactions, namely, in principle, sixty calendar days between businesses.

Payment must be made to the bank account stated on the invoice. Payment is deemed to have been made when the funds are irrevocably credited to the Seller’s account.

Bank charges, exchange costs and costs relating to international payments are borne by the Buyer.

A dispute concerning part of an invoice does not suspend the obligation to pay the part not seriously disputed by the due date.

The Buyer may not suspend payment or set off a claim it alleges against the Seller unless that claim has been acknowledged in writing by the Seller or finally established by a court judgment.

5. LATE PAYMENT OR NON-PAYMENT

Any invoice unpaid on its due date automatically and without prior notice or formal demand bears late-payment interest at 12% per annum, provided that this rate may not be lower than the statutory rate applicable to commercial transactions under Article 5 of the Act of 2 August 2002. The statutory rate applicable to commercial transactions, fixed every six months, can be consulted on the official English-language FPS Finance Treasury page.

Interest is calculated on the outstanding amount, in proportion to the number of days in arrears, from the day after the due date until payment in full.

The unpaid amount is also automatically increased by fixed compensation equal to 10% of the outstanding amount, subject to a minimum of EUR 50 and a maximum of EUR 5,000 per invoice. This compensation is a reasonable estimate of foreseeable loss and may be reduced by the court if it is manifestly unreasonable, in accordance with Article 5.88 of the Belgian Civil Code.

This compensation covers administrative and internal costs resulting from non-payment on a fixed basis and includes the statutory fixed compensation of EUR 40. In addition, the Seller may claim reasonable and substantiated recovery costs exceeding that compensation to the extent permitted by Article 6 of the Act of 2 August 2002, without double recovery for the same loss.

Failure to pay a single invoice on its due date automatically results in:

• immediate maturity of all other amounts owed by the Buyer, even if they have not yet fallen due;
• immediate suspension of any delivery, manufacture, preparation, reservation or other performance in progress;
• loss of any discount, rebate or credit terms granted;
• the Seller’s right to require advance payment or sufficient security for any subsequent order.

After a formal demand has remained without effect for eight calendar days, the Seller may terminate all or part of the contracts in progress owing to the Buyer’s default, without prior court intervention and without prejudice to its right to compensation.

Any partial payment is applied first to costs, then to interest and compensation, and finally to the oldest invoices.

6. SOLVENCY AND SECURITY

Where objective factors indicate a deterioration in the Buyer’s solvency, including late payment, attachment, protest, an application for judicial reorganisation, cessation of payment, a material change in its credit insurance or an excess of its credit limit, the Seller may:

• suspend performance of orders;
• reduce or withdraw the payment period;
• require advance payment;
• request a bank guarantee, security interest or other reasonable security.

If the Buyer does not provide the requested payment or security within the specified period, the Seller may cancel the unperformed part of the orders without being liable to pay compensation.

7. RESERVATION OF TITLE

This clause is recorded in writing before delivery in accordance with Articles 69 et seq. of the Act of 11 July 2013 on security interests in movable property.

The goods sold remain the Seller’s exclusive property until all sums owed by the Buyer in principal, interest, compensation and costs have been paid in full.

Until payment in full, the Buyer must:

• keep the goods identifiable and separate where reasonably possible;
• store and protect them with due care;
• not pledge them or use them as security;
• immediately inform the Seller of any attachment or third-party claim;
• insure the goods against customary risks.

The Buyer may resell the goods in the ordinary course of business, but assigns to the Seller, by way of security and to the extent legally permitted, the claim for the sale price resulting from that resale up to the amount still owed.

In the event of non-payment, the Seller may retake possession of goods that remain identifiable and separable. The Buyer authorises reasonable access to the premises where they are located, subject to compliance with the applicable legal rules.

Advance payments already made may be retained up to the amount of the loss actually suffered by the Seller. Any balance is refunded after deduction of recovery, transport, restoration, depreciation and storage costs.

The reservation of title does not alter the passing of risk provided for in Article 11.

8. MADE-TO-MEASURE ORDERS

The following are considered made-to-measure or specially prepared orders, in particular:

• stones cut to specific dimensions;
• thresholds, steps, sills, copings, kerbs, slabs and other pieces made from a plan, measurement or template;
• pieces with a particular finish, profile, shape, treatment or engraving;
• goods specially sorted according to criteria of size, shade, calibre, origin, patina, shape or quality;
• mixes or compositions made according to the Buyer’s instructions;
• orders requiring sourcing specifically for the Buyer;
• lots divided, assembled or allocated in accordance with the Buyer’s instructions;
• goods packaged according to a particular quantity, weight or composition;
• any other order that cannot be returned to stock or resold in the normal manner without further sorting, unpacking, processing or loss in value.

These orders are firm and may not be cancelled, changed, rejected or returned without the Seller’s written consent.

The binding nature of the order does not depend on whether manufacture, cutting, sorting or preparation has already begun.

9. PACKAGING IN BIG BAGS

Unless otherwise agreed, setts are offered and stored loose.

Any packaging in big bags constitutes an additional service involving handling, possible sorting, weighing, moving, packaging and preparation.

Once packaging in big bags has begun, the service is payable in full and cannot be cancelled.

Goods placed in big bags at the Buyer’s request may not be rejected or returned without the Seller’s written consent.

Where the big bags have been prepared according to a distribution, weight, quantity, mix, sorting or composition requested by the Buyer, the entire order is considered specially prepared.

Unless otherwise agreed in writing, big bags are invoiced and are neither taken back nor exchanged.

Weights and quantities stated per big bag are subject to normal tolerances resulting from the type of goods, their moisture content, particle size and the weighing system.

10. URGENT ORDERS

An order is considered urgent where the Buyer requests manufacture, sorting, packaging, preparation, availability or delivery within a shorter period than the Seller’s normal lead time.

The urgent request must be accepted by the Seller and may result in an additional charge.

Once the urgent request has been accepted, the Buyer may no longer cancel or change the order without the Seller’s written consent.

Staffing, organisational, travel, transport, subcontracting or production-adjustment costs incurred to meet the urgent request are payable in full.

The Seller endeavours to meet the accepted urgent deadline. However, that deadline constitutes an essential and guaranteed obligation only where the Seller has expressly designated it as such in writing.

11. TRANSPORT AND PASSING OF RISK

Unless an Incoterm or a written agreement provides otherwise, the goods travel at the Buyer’s risk, even where they are sold carriage paid or transport is organised or invoiced by the Seller.

Risk passes to the Buyer:

• when the goods are loaded onto the vehicle collecting them;
• when they are handed over to the first carrier;
• or, where transport is carried out by the Seller itself, when the goods leave the Seller’s premises.

Where no particular instruction has been accepted in writing, the Seller freely chooses the carrier, route and method of transport.

The Seller acts as a freight forwarder only where this has been expressly agreed. Otherwise, organisation of transport is an ancillary service performed on behalf of and at the risk of the Buyer.

Where the parties agree an Incoterm, it is interpreted in accordance with the International Chamber of Commerce Incoterms 2020.

The Buyer must take out the necessary insurance from the time risk passes.

12. DELIVERY TIMES

Delivery times and dates are indicative unless the Seller has expressly accepted them in writing as fixed and essential.

Time periods begin only when:

• all necessary technical information has been received;
• plans or samples have been approved;
• the agreed advance payment has been made;
• any requested security has been provided;
• the Buyer has performed its own obligations.

A reasonable delay does not entitle the Buyer to cancel the order, reject the goods, suspend payment or claim compensation.

Where the deadline has expressly been recognised as fixed, the Buyer must serve formal notice on the Seller and grant it a reasonable additional period, unless performance has manifestly been refused.

The Seller may make partial deliveries and invoice them separately.

Delivery of a substantial part of the order may not be refused because a minor balance remains to be delivered.

13. METHOD AND PLACE OF DELIVERY

Unless otherwise agreed, delivery takes place at the boundary of the public highway, at a legally accessible and stable location with sufficient load-bearing capacity for the vehicle used.

The Buyer must:

• provide an accurate address and correct access instructions;
• report all restrictions relating to height, width, length, weight or traffic;
• obtain the necessary permits and reserve the required space;
• report pipes, cables, tanks, pits, sewers and other underground installations;
• ensure that the access routes and ground can support the vehicle and unloading operations;
• provide the agreed unloading personnel and equipment;
• be present or validly represented at the time of delivery.

Where the Buyer asks the driver to leave the public highway or enter private property, it warrants that the access and ground are suitable.

The Seller is not liable for damage to pavements, pipes, installations, buildings, ground, land or other property where such damage results from unsuitable access, insufficient load-bearing capacity, an obstacle, an unreported installation or an instruction from the Buyer.

The Buyer is liable for damage to the Seller’s or carrier’s equipment caused by unsuitable ground, incorrect information or its instructions.

Where delivery cannot be made because the Buyer is absent, access is impossible or information is inaccurate, all waiting, return, storage, handling and redelivery costs are borne by the Buyer.

A delivery note signed by the Buyer, its employee, subcontractor, customer, site manager or any person present at the stated location constitutes proof of delivery.

14. COLLECTION, LATE COLLECTION AND STORAGE

Where the Buyer is to collect the goods, it must do so on the date communicated.

If the goods are not collected within five working days after being made available, the Seller may:

• move the goods to a storage area;
• invoice handling and storage costs;
• deem the goods delivered for invoicing and transfer-of-risk purposes.

After a formal demand has remained without effect, the Seller may resell or dispose of standard goods at the Buyer’s expense.

Made-to-measure, sorted, processed or specially prepared goods remain payable in full even if the Buyer does not collect them.

Where the Customer collects the goods from the Seller’s premises, loading shall in principle be carried out by the Seller using appropriate handling and lifting equipment, insofar as this is technically possible and subject to the safety conditions determined by the Seller.

Where the Customer expressly requests to load or handle all or part of the goods himself, in particular manually into his vehicle, boot/trunk or trailer, he shall carry out such handling under his own responsibility and at his own risk.

The Seller may refuse to manually place goods directly inside the Customer’s vehicle, boot/trunk or any other part of the vehicle, in particular in order to avoid any risk of damage to the vehicle or the goods. Where the Customer nevertheless chooses to carry out such handling himself, he shall be responsible for any damage caused by his own handling to the vehicle, trailer, goods or any other property.

Where manual loading takes place in an area in which personal protective equipment is required, including safety footwear, the Customer must comply with the applicable safety instructions. The Seller may prohibit the Customer from loading the goods himself or from entering the relevant area if these requirements are not complied with.

The Customer must at all times comply with the instructions given by the Seller’s staff and with the traffic and safety rules applicable on the premises.

This provision shall not have the effect of excluding or limiting the Seller’s liability where the damage results from an act, omission or fault attributable to the Seller, its staff or its equipment, insofar as such liability may not legally be excluded or limited.

15. QUANTITIES, MEASUREMENTS AND YIELDS

The Buyer is responsible for the accuracy of the plans, dimensions, quantities, surface areas and other information it supplies.

Surface areas stated for setts sold by weight, loose, in big bags or by lot are purely indicative.

Actual yield depends in particular on:

• the dimensions and variations of the setts;
• sorting carried out during laying;
• joint width;
• the laying pattern and method;
• cutting losses, wastage and breakage;
• the condition and shape of the reclaimed materials;
• the installer’s experience.

It is the professional Buyer’s responsibility to calculate the necessary quantities and allow a sufficient margin for joints, cuts, sorting, wastage, breakage and future repairs.

The Seller does not guarantee that an additional order will come from the same lot or have the same shades, dimensions, patinas or characteristics.

16. NATURAL STONE

Natural stone naturally displays variations in colour, shade, veining, grain, structure, porosity, crystallisation, fossil content, oxidation, texture and surface appearance.

Samples, photographs, digital visualisations, displays and exhibited goods provide only a general indication of the product and are not contractually binding as regards exact natural variations in shade, veining, patina, structure and surface appearance. However, this statement does not allow the Seller to deliver a product materially different from the expressly agreed category, nature, dimensions or characteristics.

Natural variations, differences between lots and dimensional or thickness tolerances inherent in the material and manufacturing process do not constitute a defect.

The professional Buyer is deemed to know the properties, tolerances, laying constraints, treatment methods and maintenance requirements of the products ordered.

Before ordering, it must verify that the products are suitable for the intended use, climatic conditions, substrate, applicable standards and proposed laying or treatment products.

Any advice from the Seller is provided on the basis of the available information and is not a substitute for a technical study by an architect, engineer, contractor or specialist installer.

17. SETTS AND RECLAIMED MATERIALS

Setts and reclaimed materials are goods that have previously been used and are sold in the condition corresponding to their category, sorting or lot.

They display, in particular, differences in dimensions, shapes, colours, wear, patina, texture, edges, laying marks, mortar, soiling, breakage and other marks related to their age or previous use.

These characteristics do not constitute defects.

Proportions, colours, dimensions and yields stated in descriptions, photographs or samples are approximate and may vary within the same lot.

Where a collection is sold as a complete and indivisible lot, the Buyer must accept and collect the entire lot. No return or price reduction may be required for a part of the lot displaying characteristics normally expected of reclaimed materials.

18. INSPECTION AND CLAIMS

The Buyer must inspect the goods immediately upon collection or delivery.

Any dispute concerning quantities, the identity of the goods, transport damage or apparent defects must:

• be recorded accurately on the delivery note or transport document;
• be confirmed to the Seller in writing within eight calendar days after delivery;
• be accompanied by photographs and references enabling the goods to be identified.

Failing this, the goods are deemed accepted in respect of matters that a normal professional inspection would have revealed.

The goods may not be laid, cut, processed, resold or mixed before their conformity has been verified.

Laying, cutting, treating, processing, reselling or using the goods constitutes final acceptance of their characteristics and apparent defects.

Any hidden defect must be reported in writing within eight calendar days after its discovery and, in any event, no later than six months after delivery. These contractual periods do not apply in cases of fraud, intentional concealment of the defect or where a mandatory provision imposes a different period. The statutory rules on hidden defects are set out in Articles 1641 et seq. of the former Belgian Civil Code, with Article 1648 requiring action within a short time after discovery.

The Buyer must take all reasonable measures to mitigate the damage and allow the Seller to inspect the goods before any intervention.

A claim does not suspend payment obligations relating to undisputed goods.

19. GUARANTEE AND REMEDIES

The Seller’s guarantee is limited to defects existing when risk passes that render the goods unfit for the expressly agreed use or so diminish that use that the Buyer would not have acquired them, or would have paid a lower price, had it known of the defects.

The guarantee does not cover:

• natural characteristics of the stone;
• normal characteristics of reclaimed materials;
• apparent defects accepted or not reported within the applicable periods;
• normal wear and tear;
• damage occurring during transport at the Buyer’s risk;
• damage resulting from incorrect storage, handling, cutting, laying, treatment, cleaning or maintenance;
• damage caused by an unsuitable substrate, moisture, frost, inadequate water drainage or incompatible products;
• changes or repairs made without the Seller’s consent;
• use contrary to technical data sheets, recommendations or professional rules.

If a claim is acknowledged as well founded, the Seller chooses, having regard to the circumstances, between:

• repair;
• replacement of the goods concerned;
• issue of a credit note or a proportionate price reduction.

Replacement does not guarantee an exact match in shade, veining, patina or structure with the original goods.

Unless the Seller agrees otherwise in writing beforehand, the guarantee does not cover costs for removal, relaying, on-site sorting, labour, lifting, downtime, travel or third-party intervention.

Goods acknowledged as defective remain available to the Seller and may not be destroyed or returned without its instructions.

20. CANCELLATION AND RETURNS

Every accepted order is firm and final.

The Buyer may not cancel, suspend or reduce an order without the Seller’s written consent.

If the Seller exceptionally agrees to a cancellation before performance has begun, the Buyer owes fixed compensation equal to 30% of the price of the cancelled part. This compensation constitutes a reasonable estimate of foreseeable loss, remains subject to the court’s power of moderation under Article 5.88 of the Belgian Civil Code and may not result in double recovery.

Where performance has begun, compensation is determined on the basis of the loss actually suffered and substantiated by the Seller, including in particular the materials ordered, work carried out, staff, sorting, packaging, transport and storage costs, together with the reasonably foreseeable loss of margin. The same loss may not be compensated twice.

The total amount claimed may not exceed the price of the cancelled order plus the external costs irreversibly incurred for its performance.

Made-to-measure, processed, sorted, big-bagged, specially sourced or urgently prepared goods remain payable in full where they cannot reasonably be resold to another customer, less any cost savings or recovery value actually realised by the Seller.

This article must also be interpreted in accordance with Article VI.91/5, 8°, of the Belgian Code of Economic Law, which concerns, in particular, manifestly disproportionate compensation between businesses.

Correctly delivered goods are not accepted for return without the Seller’s written consent. Any accepted return is made at the Buyer’s expense and risk and may be subject to inspection, handling, transport, restocking and depreciation charges.

21. PALLETS, SUPPORTS AND PACKAGING

Pallets, trestles, racks, frames, supports and reusable packaging remain the Seller’s property where they are identified as returnable or provided on loan.

They must be kept with due care, may not be used for other purposes and must be returned at the Buyer’s expense no later than six months after delivery.

Acceptance of the return and issue of any credit note are subject to:

• return within the specified period;
• identification of the supports as originating from the Seller;
• their good condition and reusability;
• production of the references of the relevant delivery or invoice.

Damaged, incomplete, modified or late-returned supports are not credited.

Unless otherwise agreed, non-returnable big bags and packaging are not taken back.

22. LIABILITY

The Seller’s liability is limited to direct, foreseeable and proven damage resulting from a contractual fault attributable to it.

The Seller is not liable for indirect or consequential loss, including in particular:

• loss of turnover, margin, profit or customers;
• loss of an opportunity, contract or project;
• interruption of business or site activities;
• penalties owed by the Buyer to its own customers;
• replacement or third-party sourcing costs;
• reputational damage;
• loss or damage suffered by third parties.

Except in cases of fraud, gross negligence, injury to life or physical integrity, or any other case in which limitation is prohibited by law, the Seller’s total liability is limited to the amount excluding VAT invoiced for the goods or services directly giving rise to the damage. This limitation may not be interpreted as depriving an essential obligation of the Seller of its substance, in accordance with Article 5.89 of the Belgian Civil Code.

Where several events result from the same cause, they are treated as a single event giving rise to liability for the purposes of this limitation.

The Buyer indemnifies the Seller against claims from its own customers or third parties resulting from laying, processing, use, recommendation or resale attributable to the Buyer.

Any action against the Seller must be brought within one year of the event giving rise to it or the date on which the professional Buyer ought reasonably to have become aware of it, without prejudice to any applicable mandatory limitation periods.

The limitations and exclusions in this article are also subject to the rules on unfair terms between businesses.

23. NON-CONTRACTUAL LIABILITY AND AUXILIARIES

To the extent permitted by law, disputes concerning performance of the contract are governed exclusively by the rules of contractual liability agreed between the parties.

The Buyer waives the right to bring a non-contractual action against the Seller with a view to circumventing the limitations, exclusions, time limits or defences provided for in the contract.

The directors, employees, representatives, agents, subcontractors, suppliers and carriers engaged by the Seller are considered auxiliaries of the Seller.

To the extent permitted by Article 6.3 of the Belgian Civil Code, inserted by the Act of 7 February 2024 introducing Book 6 “Non-contractual liability”, these auxiliaries may invoke against the Buyer all limitations of liability, exclusions, claim periods and other defences that the Seller itself may invoke.

This clause does not cover an auxiliary’s personal fraud or other situations in which an exclusion is prohibited by law.

24. FORCE MAJEURE

Force majeure or an exonerating external cause means any event not attributable to the Seller that makes performance of the obligation impossible, taking account of the unforeseeable or unavoidable nature of the impediment. Mere difficulty or an increase in the cost of performance does not, by itself, constitute force majeure and falls, where applicable, within Article 25. This clause applies Article 5.226 of the Belgian Civil Code.

The following may, in particular, constitute such events:

• strikes, industrial disputes and staff shortages;
• fire, flooding, storms, exceptional frost and natural disasters;
• wars, riots, acts of terrorism and civil unrest;
• epidemics, pandemics and public-health measures;
• interruptions or restrictions affecting energy, water or telecommunications;
• major machinery breakdowns despite reasonable maintenance;
• cyberattacks and major IT outages;
• legal, administrative, customs or environmental restrictions;
• unforeseeable shortages of raw materials;
• transport, port or border blockages;
• failure of a supplier or carrier caused by an event that itself meets the requirements of force majeure.

The Seller informs the Buyer within a reasonable period. Its obligations are suspended for the duration of the impediment.

The Seller may allocate available goods or capacity among its customers according to reasonable commercial criteria.

If the impediment continues for more than sixty calendar days, either party may terminate the unperformed part of the contract without compensation.

25. UNFORESEEN CIRCUMSTANCES

Where, after the contract is concluded, an unforeseeable change of circumstances not attributable to the party invoking it makes performance excessively onerous to such an extent that it cannot reasonably be required, either party may request a reasonable renegotiation of the price, timing or performance arrangements, in accordance with Article 5.74 of the Belgian Civil Code.

During this renegotiation, the parties continue to perform the unaffected obligations. The Seller may suspend only the affected part if its immediate continuation would expose it to a manifestly disproportionate risk, after giving a reasoned written notification.

If no agreement is reached within thirty calendar days following the request for renegotiation, either party may apply to the court to adapt or terminate the contract, or may terminate by written notification only the unperformed and directly affected part, without compensation other than payment for services already performed and irreversibly incurred external costs.

26. INTELLECTUAL PROPERTY AND DOCUMENTS

Plans, drawings, photographs, models, samples, calculations, quotations, studies, files and other documents prepared by the Seller remain its intellectual property.

They may not be reproduced, disclosed to a third party, used to have products manufactured by a third party or exploited for other purposes without the Seller’s written permission.

The Buyer warrants that the plans, models, trade marks, drawings or instructions it supplies do not infringe third-party rights.

27. BUYER’S TERMS AND CONDITIONS

These general terms and conditions take precedence over the Buyer’s purchasing terms or other conditions to the extent that they were effectively communicated and accepted before the contract was concluded.

The Seller expressly rejects any conflicting or additional terms appearing in an order, supplier portal, specifications, email or other document of the Buyer unless specifically accepted in writing by the Seller.

Performance of the order, delivery or issue of an invoice does not constitute acceptance of the Buyer’s terms and conditions.

Special terms expressly accepted in the Seller’s order confirmation take precedence over these general terms and conditions.

Where both parties invoke conflicting general terms and conditions, Article 5.23 of the Belgian Civil Code applies: the contract may be formed, but incompatible clauses are excluded unless the other party’s terms were rejected in advance, expressly and on a non-standardised basis.

28. COMMUNICATIONS AND EVIDENCE

Electronic communications, order confirmations, delivery notes, invoices, computer records, weighing systems, photographs, email exchanges and data from the Seller’s management system may be used as evidence between businesses, in accordance in particular with Article 8.11 of the Belgian Civil Code. Their probative value remains subject to assessment by the court and each party’s ability to dispute their accuracy.

An electronic signature, consent given by email or approval through an ordering portal produces the effects recognised by law, including under eIDAS Regulation (EU) No 910/2014. A qualified electronic signature has the equivalent legal effect of a handwritten signature. Other processes may not be denied legal effect solely because they are electronic, but their probative value depends on the circumstances.

The Buyer must inform the Seller without delay of any change to its address, email address, company number or invoicing details.

29. NO WAIVER AND ASSIGNMENT

The Seller’s failure to exercise a right immediately does not constitute a waiver of that right.

The Buyer may not assign the contract or transfer its rights and obligations without the Seller’s prior written consent, which will not be withheld without reasonable grounds.

The Seller may assign its claims to a financial institution, credit insurer, factoring company or third party responsible for recovery.

30. GOVERNING LAW AND JURISDICTION

These terms and conditions and all contracts between the parties are governed exclusively by Belgian law.

Application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is expressly excluded, as permitted by Article 6 thereof.

Any dispute falls within the exclusive jurisdiction of the Business Court of Liège, Liège Division. In international disputes within the European Union, this clause applies subject to the validity requirements and mandatory rules of jurisdiction laid down, in particular, by Article 25 of Regulation (EU) No 1215/2012.

The Seller nevertheless retains the right to seek urgent or protective measures before any court with jurisdiction and to bring proceedings before the court of the Buyer’s registered office or establishment where it considers this necessary to recover its claim.

31. SEVERABILITY

If a provision of these terms and conditions is declared void, unfair or unenforceable, this does not affect the remaining provisions.

Clauses that would create a manifest imbalance between the parties’ rights and obligations are subject to Articles VI.91/3 to VI.91/6 of the Belgian Code of Economic Law.

To the extent permitted by law, the provision concerned is replaced by a valid provision whose economic and legal effect is as close as possible to the original objective.

32. APPLICABLE VERSION

The applicable version is the version communicated or made accessible to the Buyer before the contract was concluded.

Any subsequent amendment does not apply to orders already accepted unless agreed by the parties or required by law.

In the event of a translation, the French version prevails in the event of a difference in interpretation, subject to any applicable mandatory provisions.