Article 1: General
All offers, quotations and agreements concluded between VWR International bv and the customer are subject to the following terms and conditions, which the customer accepts.
Any other customer or conflicting terms and conditions shall be deemed unwritten unless expressly accepted by VWR International bv in writing; in this case, they only apply to the contract to which they are subject. The silence of VWR International bv can under no circumstances be interpreted as consent to other terms and conditions.
Article 2: Use
The products we supply are intended to be used in accordance with the manufacturer's documentation and specifications, under the sole responsibility of the user. However, as a distributor of a number of specific products (active pharmaceutical ingredients), VWR International bv cannot meet the requirements (European GDP guidelines for human and veterinary medicinal products) and VWR International bv cannot sell the products.
The products supplied by us may not be used as active ingredients in human or veterinary medicine. For use as pharmaceuticals, cosmetics, food additives, agricultural products, pesticides or household products, the customer should contact the local VWR sales organization. Our customers wishing to use these products as pharmaceuticals, cosmetics, food or for any other purpose must conduct their own inspections and controls to ensure compliance with local laws and regulations (e.g. European Pharmacopoeia).
Under no circumstances will VWR International bv be liable if a customer does not use a product in accordance with the instructions. It is the customer's responsibility to comply with all applicable health and safety standards and other regulations and to take appropriate measures regarding the storage, handling, sale and use of the products.
Article 3: Promotions etc.
All promotions, brochures, catalogs and price lists, in whatever form, do not constitute an offer and are not binding on VWR International BV.
Article 4: Changes to the offer
VWR International bv's offers are based on customer requirements. VWR International bv reserves the right to change the offers at any time if necessary.
Article 5: Costs related to project studies
By agreement, VWR International bv is entitled to charge the customer for the costs associated with a design study if no agreement is reached.
Article 6: Orders
Any order, assignment or purchase order by the customer, in whatever form, as soon as it is received by VWR International bv, irrevocably obliges the customer to buy the goods and pay the invoice.
Adjustments or changes by the customer are only possible with the prior written consent of VWR International bv.
VWR International bv is only committed to the customer after written confirmation.
Article 7: Prices
The prices quoted by VWR International bv are always exclusive of VAT, contributions, surcharges and additional costs, including but not limited to reimbursement contributions, consumption surcharges, transport costs and administration costs.
VWR International bv's prices refer to products in standard packaging that are delivered to Belgium and GH Luxembourg. If the customer wants unusual packaging, e.g. B. a special packaging required for sea or air transport, a different shipping method than that indicated in Article 9 paragraph 1 of these General Conditions of Sale or Delivery outside the territory of Belgium and GH Luxembourg, the corresponding additional costs are borne by the Client.
For orders with a goods value of less than EUR 320.00 without VAT, the costs of the order will be charged.
An “environmental surcharge” will be charged for an order value of less than EUR 500.00 excluding VAT. This "environmental surcharge" is included in the order price for orders under €320.00 excluding VAT.
Article 8: Terms of delivery
VWR International bv's terms of delivery are approximate and informative. The delivery period is the period in which the goods leave VWR International bv's warehouses or workshops and not the period in which the goods must reach the customer. Delays in delivery do not entitle you to compensation and can in no case lead to the termination of the contract or the refusal to deliver the goods. Chance and force majeure entitle VWR International bv to cancel all or part of its obligations or to suspend the performance of them without compensation or prior notice.
Article 9: Place of Delivery and Conditions
As far as the place of delivery is concerned, it is agreed that the goods can be rolled to the specified place of delivery and that the specified place of delivery can be reached via the usual entrances, i.e. corridors, elevators (without stairs). VWR International bv reserves the right to charge additional transport costs if the place of delivery is not freely accessible.
For goods that need to be transported in dry ice or blue ice, an additional cost of 30 euros excluding VAT will be charged.
The Incoterms agreed with the client apply to the transport of goods.
Our standard Incoterm is carriage paid for deliveries in Belgium and GH Luxembourg (excluding transport costs, risk for VWR International bv up to and including delivery)
If the customer does not provide shipping instructions in good time, VWR International bv reserves the right to charge monthly storage costs for storing the goods. Each started month is paid out in full. VWR International bv also reserves the right to deposit these products at the customer's expense and risk and with a simple notice of default.
Packaging and shipping costs will be charged for returning repaired devices.
Article 10: Complaints
The customer must check the goods immediately after delivery and determine whether the delivered goods correspond to those ordered.
Complaints about delivered products will only be accepted if they are received in writing by VWR International bv within 48 hours of delivery. If no complaint is made within this period, the goods are considered to be in good condition, in accordance with the order and customer specifications and without damage.
Complaints about hidden defects must be sent by registered mail to VWR International bv within ten days of discovering such defects.
Any return of goods is in any case subject to the prior approval of VWR International bv. Returns can only be made if a return authorization number issued by VWR International bv is stated on the return.
Article 11: Return of Goods
Return requests must be sent to VWR International bv within ten days of delivery.
Return requests will only be accepted if the products are in the original unopened packaging and the original packaging is not damaged, stuck or otherwise compromised as described.
If VWR International bv agrees to accept the return of the products, VWR International bv will charge 15% of the total purchase price as a restocking fee and €50 as a return shipping fee.
Items that are not part of VWR International bv's standard range and are therefore ordered at the customer's special request will not be returned.
Replacement parts will not be taken back.
Article 12: Cancellation
An order can only be canceled by the customer with the express consent of VWR International bv. In the absence of such an agreement, VWR International bv may require acceptance and full payment for the goods, or VWR International bv may consider the agreement to be in breach of contract. and a claim for damages equal to 50% of the purchase price of the canceled order.
Article 13: Payment guarantees
VWR International bv reserves the right to demand payment guarantees and/or advance payments. For example, VWR International bv may request additional guarantees if the customer's creditworthiness, based on information provided to VWR International bv by a credit insurer or a third party, indicates an unstable or unreliable creditworthiness. The later implementation of the contract can be postponed if it is not given. Furthermore, if these guarantees and/or advance payments cannot be given within a reasonable period, which may not exceed 30 days, VWR International bv reserves the right to consider the agreement unilaterally broken without prior notice at the expense of the customer and to pay compensation. within the meaning of Article 12, which is a fixed compensation of 50% of the purchase price.
Article 14: Terms of payment
Invoicing is exclusively electronic. The customer expressly agrees and accepts the probative value of this electronic invoice. VWR International bv guarantees the origin, integrity and legibility of electronically issued invoices.
Invoices from VWR International bv are paid at the registered office 14 days after the invoice date. Any unpaid invoice will automatically be subject to interest on arrears at the rate of 1% per month from the due date or the interest rate established pursuant to Article 5 of the law of 2 August 2002 on combating commercial insolvency, if this is higher. . .
The client is also legally obliged, without prior notice of default, to pay a lump-sum compensation of 10% of the invoice value, but at least EUR 50.00, without prejudice to the right to reasonable reimbursement of expenses in accordance with Article 6 of the law of August 2, 2002 to combat the late payment in business transactions.
In the event of bankruptcy, foreclosure, a moratorium on payment or an application for a moratorium on payment, whether this application is made in court or ex officio, VWR International bv may exercise the right of lien on the goods sold until full payment has been made. It is expressly agreed that in the case of successive execution of the various sales contracts, the entirety of the deliveries constitutes a global guarantee on which VWR International bv can exercise a right of retention until the invoices have been paid in full.
Article 15: retention of title
Without prejudice to the customer's risk in relation to the goods, the goods sold remain the property of VWR International bv until the relevant invoices have been paid in full, even if they have been modified.
During the retention of title, risk and custody of the goods are transferred to the customer. The customer undertakes to store the goods in such a way that they cannot be confused with other goods and are identifiable as the property of VWR International bv. Payments are first deducted from invoices for used or later sold goods.
Article 16: Warranty
From the day of delivery of the goods, VWR International bv offers a one-year guarantee on the delivered goods, unless otherwise agreed.
This warranty covers parts, labour, removal and packaging costs. However, VWR International bv reserves the right to charge removal costs and packaging costs if the products are not on Belgian territory or at the GH Luxembourg.
Exceptions to this guarantee are:
- Improper use or use not in accordance with the manufacturer's operating instructions
- Mains overload (maximum allowable ± 10%)
- condensation, freezing, overheating, flooding
- Discontinuation of activities by the manufacturer
- Various parts are never under warranty, such as lamps, tubes, thermometers and electrodes, knives, batteries.
Specification costs are charged for the creation of a specification by the technical service.
Article 17: Responsibility
Any liability of VWR International bv is limited to the value of the invoice that VWR International bv has issued to the customer in relation to the goods delivered.
The liability of VWR International bv is also limited to direct damage. VWR International bv accepts no liability for indirect damage and consequential damage.
VWR International bv is also only liable for damage caused by intent or gross negligence on the part of VWR International bv.
VWR International bv's liability is also limited to the amount paid by VWR International bv's insurance in relation to the relevant event, considering a series of events that have previously occurred in a specific context as a single event becomes.
VWR International bv can never be held liable for damage resulting from incorrect or improper use of the goods purchased by the customer or third parties.
The customer indemnifies VWR International bv against third-party claims in connection with the use of the goods delivered by VWR International bv to the customer.
Any advice that VWR International bv gives to the customer is without obligation and cannot create any liability on the part of VWR International bv. This advice does not release the customer from his obligation to check the usability of the delivered products and the correct use of the corresponding goods.
Article 18: Special rules for chemical products and reagents
The chemical products supplied by VWR International bv correspond to the warranty provisions or the specifications given in the catalogs or the specifications given on the labels. In the event of a conflict, the label specifications take precedence.
The transportation of flammable, corrosive, toxic or malodorous products is subject to certain legal restrictions. VWR International BV is subject to the legal regulations for the transport of dangerous goods. The relevant dangerous goods categories are listed in the catalogues.
A customer who orders chemicals from VWR International bv that are subject to the above legal regulations, including but not limited to hazardous and toxic products, is entitled to do so and will comply with and respect all applicable laws.
Article 19: Applicable law
All agreements of VWR International bv are governed by Belgian law.
Article 20: competent courts
In the event of a dispute of any kind, the courts of the place where VWR International bv has its registered office shall have exclusive jurisdiction. All costs associated with judicial collection, including fees, are borne by the client.
Version 19, January 2022
IBAN: BE02 5701 3200 5540
VWR International bv
Research Park Haasrode 2020
Geldenaaksebaan 464 B-3001 Löwen
RPR Leuven - Incidentally BE 0403.593.343
Phone 016 385 011
Fax 016 385 385