Terms and Conditions

1. Validity and Acceptance of These Terms and Conditions 

These General Terms and Conditions govern all agreements entered into by and between YUN NV and each of its customers, unless otherwise provided for in special terms and conditions or separate agreements. Both YUN NV’s general and special terms and conditions of sale and delivery are deemed to have been accepted by the customer, even if they conflict with the customer’s own general or special terms and conditions of purchase. The latter are binding on YUN NV only if YUN NV has expressly accepted them in writing. YUN NV’s consent cannot under any circumstances be inferred from the fact that YUN NV may have accepted the sales contract without objecting to the provisions referring to the buyer’s general or special terms and conditions or to other similar provisions. The buyer’s representative, employee, spouse, or any other family member represents the buyer and is presumed to have the necessary authority to bind the buyer to YUN NV.

2. Quotes and Orders

All quotes and price lists provided by YUN NV are non-binding and are for informational purposes only; therefore, they do not bind YUN NV under any circumstances. YUN NV reserves the right to change its prices at any time without prior notice. Any order or request placed by the customer is binding on the customer, but is binding on YUN NV only upon written confirmation. YUN NV cannot be held liable for failure to fulfill an order due to circumstances beyond YUN NV’s control, such as, for example, stock shortages, failure of YUN NV’s suppliers to deliver, or the destruction of goods due to accidents, strikes, fire, flooding, etc. This list is not exhaustive. YUN NV is not obligated to prove the unforeseeable nature of such circumstances. Costs, packaging, and taxes are not included in YUN NV’s prices. Shipping costs are the responsibility of the customer.

3. Commitments

The intermediaries, representatives, appointees, and employees of YUN NV are not authorized to bind the company in any way. Orders or assignments accepted by the persons mentioned above are valid only after written confirmation by a managing director or a person at YUN NV who is authorized to do so. YUN NV reserves the right to refuse orders for which such confirmation has not been provided.

4. Delivery Times

Delivery times are provided for informational purposes only and are therefore not binding on YUN NV. Under no circumstances shall a delay in delivery give rise to a penalty, compensation, or the termination of the agreement. The foregoing provision may only be deviated from by means of an express written agreement between the parties. YUN NV reserves the right to make partial deliveries, which constitute partial sales. The partial delivery of an order does not justify refusal to pay for the goods delivered.

5. Transfer of Ownership and Retention of Title

The delivered goods remain the property of YUN NV until full payment of the principal amount, costs, interest, and, where applicable, damages. Under no circumstances may the customer dispose of the delivered goods if the payments described in the first paragraph of this article have not been made to YUN NV. More specifically, the customer may not transfer ownership of the goods to third parties, pledge them as collateral, or encumber them with any security interest or lien. The customer shall notify YUN NV if the goods are placed in a space rented by the customer and, if applicable, shall disclose the identity and place of residence of the lessor. Under penalty of damages, the customer shall notify YUN NV by certified mail of any seizure carried out by a third party. The customer agrees to allow YUN NV to reclaim possession of the goods without prior notice and shall bear the costs of removing the goods. The name of the third-party purchaser must be immediately communicated to YUN NV by certified mail. YUN NV’s goods are always deemed to have been sold, received, and accepted at YUN NV’s warehouses. Delivery is at the customer’s risk from the moment the goods leave YUN NV’s warehouses, even in the case of “carriage paid” sales or if the carrier is appointed by YUN NV. For deliveries to third parties, responsibility also lies exclusively with the customer. YUN NV therefore bears no liability whatsoever with regard to the delivery of goods. The customer agrees to pick up or accept the goods no later than five days from the time they were notified that the goods are at their disposal.

6. Complaints

In the event of damage, incompleteness, error, or any other visible defect or nonconformity, the customer is required to refuse the goods or accept them only in part at the time of delivery. Acceptance of the goods at the time of delivery constitutes full acceptance and covers all visible defects. Any complaint regarding the delivered goods must be reported to YUN NV by certified mail within five days of delivery, citing the invoice number or, in the absence of such a number, the shipping document. After this period has expired, the complaint will no longer be considered.

Any return of goods will only be accepted upon prior written confirmation from YUN NV. Only goods in good condition and in their original packaging may be returned.

Any complaint regarding invoices from YUN NV must be submitted by certified mail within fourteen days of receipt of the invoice. Failure to do so will result in the invoice being deemed accepted without reservation. Under no circumstances may a complaint justify a suspension of payment.

7. Warranty on the delivered goods

To the extent that YUN NV acts as an intermediary, the warranty with respect to the goods delivered by YUN NV is limited to the warranty provided by the manufacturer. Under no circumstances does YUN NV warrant that the delivered goods are capable of addressing a specific problem. The warranty applies only to manufacturing defects in the goods. The warranty will apply only if the delivered goods are used in accordance with the purpose for which they were manufactured or designed, the terms of the quotation, the instructions of YUN NV or its representatives, and the normal conditions as described in the package insert, user manuals, and other documents to which the user has access. The warranty does not apply if these instructions are not properly followed, if the products or goods have been altered or modified, if the products or goods have been used in an inappropriate manner, or if the damage results from an error or negligence on the part of the customer.

8. Liability of YUN NV

If YUN NV were to be held liable as a result of the non-performance or improper performance of this agreement, the parties expressly agree that the total compensation shall not exceed an amount equal to ten percent (10%) of the price of the goods delivered that gave rise to the damage.

9. Terms of Payment

Every order placed by the customer is irrevocable, regardless of whether or not a deposit has been paid. Any deposit paid by the buyer will be deducted from the order price. All invoices issued by YUN NV are payable at its registered office, in cash, net, and without discount, or at the location, on the date, and under the terms specified on the invoice. In the latter case, unless otherwise agreed, payment must be received by YUN NV within twenty days of the invoice date. For any invoice or portion of an invoice that remains unpaid on the due date, YUN NV is entitled, by operation of law and without notice of default, to interest equal to the interest rate applied by the European Central Bank for its most recent main refinancing operation, plus 7 percentage points (rounded up to the nearest half percentage point), plus a flat-rate compensation for administrative costs and collection measures equal to 15% of the invoice amount, with a minimum of 40 EUR. Failure to pay a single invoice by its due date, the protest of a bill of exchange (even if it was not accepted), any application for a composition with creditors, whether out of court or through legal proceedings, any request for a payment extension, even if not official, or any other event indicating the customer’s inability to pay, shall render the balance due on all other invoices—even those not yet due—immediately payable by operation of law and without notice of default. Furthermore, in such cases, YUN NV reserves the right, without notice of default, to suspend all deliveries or to take measures regarding goods already shipped, in order to prevent them from coming into the customer’s possession and to safeguard its rights. In the event of unilateral termination of the agreement by the buyer, the buyer shall pay liquidated damages of at least 30% of the total price. Higher liquidated damages may be claimed if the actual damages exceed 30%.

10. Solidarity

If, at the client’s request, the invoice was issued in the name of a third party, the client and the third party are jointly and severally liable for the fulfillment of payments and other obligations arising from the general and special terms and conditions of sale.

11. Express Termination Clause

The parties expressly agree that the provisions of this article constitute an express termination clause. Without prejudice to its right to compensation, YUN NV reserves the right to terminate or rescind this contract at any time without prior notice or compensation in the event of non-payment of a single invoice by its due date, the protest of a bill of exchange (even if it has not been accepted), any application for a composition with creditors, whether amicable or judicial, any request for a deferral of payment, even if not official, or any other event indicating the customer’s inability to pay.

12. Exclusive Jurisdiction and Governing Law

Any dispute arising from this contract shall fall exclusively within the jurisdiction of the courts of the judicial district of Antwerp, Antwerp division. These courts are expressly recognized and accepted by the parties as the sole competent jurisdictions. Any dispute between the customer and YUN NV shall be governed exclusively by Belgian law.