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Terms and conditions of sale

Article 1 - Identification of the contracting parties

The seller is defined hereafter as being Yamabiko Europe, avenue Lavoisier 35, 1300 Wavre, Belgium. The purchaser is defined as being the person authorised to represent a legal entity or that person’s own business or a customer as understood by article I.1, 2° of the Belgian Commercial Law and signing the purchase order, service offering or contract issued by Yamabiko Europe. All other terms are not binding on the seller until the seller provides written confirmation of them. All information found in catalogues, brochures, websites, etc. is provided for information purposes only, and thus may be modified by the seller without notice. The fact of placing an order or accepting an offer from the seller implies unreserved acceptance of these terms and conditions. Offers are valid for a limited period of thirty days from the date of the offer unless a different validity period is mentioned in the offer. The current terms and conditions may be modified at any time and without notice by Yamabiko Europe, and such modifications will apply to all orders placed thereafter.

Article 2 - Orders

Orders are considered firm upon signature of the purchase order and confirmation of same by the seller. Orders sent directly by the purchaser or transmitted by any agent representing the seller will only be considered binding on the seller when accepted in writing by the seller. When products are shipped immediately, confirmation of the order by the seller may be replaced by an invoice. Any modification of an order and any addition or waiver of any condition concerning the sale shall only be valid when such changes are specified in the offer or in the confirmation issued by the seller. All offers of sale are made subject to the availability of stock. Any clause requested by the purchaser that is not accepted in writing by the seller and is contrary to the current terms and conditions or specific terms defined in the quotation will be considered null and void. No unilateral cancellation of an order will be accepted without the agreement of Yamabiko Europe.

Article 3 - Prices

Prices are given in euros. Any changes to the prices currently in force shall apply as of right at the expiry of 60 days’ notice. Goods will be billed at the agreed price within the option period and subject to the general economic conditions (taxes, exchange rates, etc.), on the day of delivery. For sales carried out in currencies other than the euro, any variation of at least 2% in the exchange rate with the euro as defined on the date of the offer will be adjusted on the date of the invoice. All prices are quoted net in euros, excluding taxes, packaging, transport and carriage insurance, ex seller’s warehouse.

Article 4 - Payment

Payment must be made by a means that gives the seller access to the funds on the due date. Except when particular terms have been agreed in writing or when particular conditions have been granted to the purchaser following examination of the customer situation, payment must be made by bank transfer upon delivery of the goods. In cases where the seller accepts payment by bank draft, the purchaser must return the draft, accepted and domiciled, within eight days (except in cases of a prior agreed alternative). Any fees are payable by the purchaser and payment will become immediately due if the accepted draft is not returned within the period mentioned. In cases of staged payments, expressly agreed by the seller, the non-payment of a single instalment on the due date will immediately render the full purchase price due, regardless of any previously agreed conditions, even if the instalments gave rise to establishing acceptable drafts; the same will apply in cases where the purchaser sells, cedes, or places their business as collateral or as a contribution to creating a company. Payment must be made by a means that gives the seller access to the funds on the due date. The purchaser is defined as the person validly representing a legal entity or their own business or a consumer within the meaning of Article I.1, 2° of the Code of Economic Law and writing their consent on the order form, offer or service contract issued by Yamabiko Europe. The purchaser may never, on the grounds of a complaint made by them, withhold all or part of the sums owed, or apply an offset. When the purchaser is in full or partial arrears of payment on the due date, the seller may, without the need for prior recourse to any enforcement order, immediately suspend deliveries, without the purchaser having any right to claim damages from the seller. In case of litigation, the seller is entitled to claim reimbursement of legal fees from the purchaser. For international operations, our terms concerning payment due dates are the same. Payments are to effected either through SWIFT (IBAN No. BE 66 0013 6853 8543), or by escrow account or stand-by letter of credit.

Article 5 – Transfer of risks and charges

Transfer of risks takes place according the Incoterm specified in the contract, using the latest version from the International Chamber of Commerce. Except in cases stipulating the contrary, the Incoterm governing such transfer is Ex-Works Wavre (ICC 2000 edition).

Article 6 - Delivery

The seller is permitted to effect partial deliveries. Any partial delivery accepted by the purchaser will be invoiced on the delivery date. In cases of cash on delivery, the purchaser is required to give the carrier a cheque at the time of delivery. In the absence of such payment, the goods will not be offloaded and the carrier will arrange a second delivery, with the costs being payable by the purchaser. By express agreement, the seller is relieved of all delivery responsibility in cases of force majeure or events such as lock-out, strike, total or partial cessation of work in the seller’s factory or in those of suppliers, epidemic, war, requisition, fire, flood, interruption or delay in transport, legal or administrative measures preventing, restraining, delaying or prohibiting the manufacture or importing of the merchandise. The seller will keep the purchaser informed promptly in cases such as those listed above. In all cases, delivery within the agreed lead-times may only take place if the purchaser is up to date with all obligations to the seller.

Article 7 - Transport

Unless otherwise specified, the seller will be free to choose the carrier for delivery of the goods.

Article 8 – Claims and after-sales service

On receipt, the purchaser must immediately check the condition of the goods and verify compliance with the contract. In cases where the package is severely damaged, the purchaser must refuse delivery. All packaging material must be kept in the state in which it was delivered. Failing that, the purchaser forfeits the right to any claim. This also applies if the purchaser issues no reserves when the goods are delivered. All claims concerning defects in the goods delivered, incorrect quantities or errors concerning the products compared with what was accepted in the offer or confirmed by the seller, must be made in writing by registered post with proof of receipt within three working days of the delivery, without prejudicing any claim against the carrier, failing which all rights to a claim become null and void. The purchaser must allow the seller to carry out all possible on-site checks concerning the claim. Any return of goods requires the prior agreement of the seller. The purchaser will receive approval for the return of goods in the manner considered most appropriate by the seller. In such cases, the purchaser must provide contact details and a description of the item(s) concerned, the serial numbers, the defects noted, and the invoice number corresponding to the elements described. After receiving the seller’s approval to return the goods, the purchaser has seven days to return the defective goods to the seller. When the purchaser is eligible for damages from the seller, for whatever reason, such damages shall be limited to repairing the real prejudice suffered by the purchaser, subject to a maximum limit of 5% of the value of the order.

Article 9 - Right of retraction 

  1. In compliance with article VI. 47 of the Belgian Commercial Law, a customer who signed a contract remotely has fourteen (14) days counting from the day following delivery in which to return, at their own expense, the purchased goods that no longer meet their requirements.
  2. Any return is subject to prior notification by email at info@yamabiko.eu, the seller confirming by email that the return has been notified.
  3. The product must either be handed in at the seller’s head office (only possible by appointment), or returned to the seller’s head office address.
    Only products returned complete, in their entire, intact original packaging, and in resaleable condition, will be accepted for return. Any product that has been damaged, or whose packaging has been in any way spoiled, will not be eligible for reimbursement or exchange.
  4. In cases of exercising the right of retraction, the customer has the choice between reimbursement of the amounts paid and an exchange of the product. For an exchange, the shipping cost will be borne by the customer. For a reimbursement, the seller commits to reimbursing the sums paid by the customer within fourteen (14) days from receipt of the returned products by the seller. When payment has been made by credit card or bank transfer, reimbursement will be carried out by re-crediting the corresponding bank account.
  5. In compliance with article VI.53 of the Belgian Commercial Law, the customer may not exercise the right to retraction if the order concerned was for products manufactured according to the customer’s specifications or for goods which are manifestly personalised.

Article 10 - Guarantee

Products are guaranteed by the manufacturer (Yamabiko Europe) against defects in material or manufacture for a period of 24 months from the date of delivery, except in specific conditions expressly notified (for professional users: guarantee limited to 12 months). Actions carried out under guarantee will not give rise to any extension of the guarantee. The seller’s guarantee is limited to the repair or replacement of goods recognised as defective by the seller, taking into account the nature of the user. The seller commits only to replacing defective parts and repairing damaged goods supplied by the seller to the purchaser. The guarantee, therefore, does not cover labour costs, or the costs of disassembly or reassembly or transport, except in cases of standard exchange. Subject to any legal requirements, the seller’s responsibility is strictly limited to the obligations defined in the current terms and conditions or, if applicable, to other express conditions. If the purchaser returns products that were not supplied by the seller, the seller may in no case be held liable for any material or intangible damage which could occur during any repairs. The seller may not he held liable in view of the guarantee for breakdowns or damage resulting directly or indirectly from the following: - Prolonged storage or storage without protection. - Any form of negligence, connection or handling errors, maintenance errors or use of equipment not complying with the technical specifications issued by the manufacturer or seller or, more generally, any incorrect or inappropriate use of the equipment. - The addition of any accessory or complementary item of equipment or the use of any parts required for using the equipment which do not comply with the technical specifications published by the manufacturer or the seller. - Any mechanical, electronic, electrical or other modification or change made to the equipment or its connections by a third party.

Article 11 – Retention of title

Title to the goods delivered to the purchaser shall remain vested in the seller until complete payment of the full and incidental invoice price or the cashing of accepted bank drafts or other bonds intended to settle the agreed price. Until full payment is received, any instalments may be held to cover any possible losses incurred upon resale. During the period between the delivery and the transfer of title, the purchaser is responsible for insuring against loss, theft and destruction (see article 4: Transfer of risks and charges). If the purchaser fails to meet his payment obligations, for whatever reason, the seller has the right to demand immediate restitution of the goods delivered, with all costs of transport and insurance to be paid by the purchaser. In the case of a winding up order concerning the purchaser’s company, the purchaser commits to participating actively in a stocktaking exercise to identify the goods which the seller claims as their property. Failing this, the seller has the right to have an inventory carried out by a certified enforcement agent (bailiff), costs to be borne by the purchaser. The seller may forbid the purchaser to resell, transform or incorporate the goods in case of payment arrears. To guarantee any outstanding payments, and in particular the balance of the purchaser’s account in the seller’s accounting records, it is expressly stipulated that rights relating to delivered but as yet unpaid goods will be transferred to identical goods supplied by the seller and in the purchaser’s stock, without the need to charge such payments to any specific sale or delivery.

Article 12 – Cancellation clause

If any of the purchaser’s obligations is not met by the purchaser, the sale will be cancelled de jure and the goods will be returned to the seller at the seller's discretion, without prejudice to the seller’s rights to possible damages that the seller may choose to claim from the purchaser, within 48 hours after any formal notice to pay has remained unanswered.

Article 13 - Reciprocity clause

Except in cases of force majeure, if the seller should be in default in complying with all contractual obligations and thereby causes a non-professional purchaser to suffer damages, the seller must, after having received a formal notice to pay to which the seller has failed to answer within fifteen days, be indebted to the purchaser for a sum equal to 20% of the full invoice price.

Article 14 - Data privacy

The seller processes data of a personal nature concerning the purchaser within the framework of the contractual relationship between the two parties.

All personal data and information disclosed by the purchaser will be processed in full compliance with the law dated 8 December 1992 concerning personal data privacy and with European Regulations in this area (General Data Protection Regulation, GDPR - Regulation EU 2016/679 dated 27 April 2016).

The seller acknowledges its role as data controller, which is carried out for the following purposes: customer administration (requests for support, managing complaints, issuing guarantee certificates), execution of sales/maintenance contracts, promotion of products and services (developing and running direct marketing campaigns), carried out using electronic mail.

Personal data is kept only for the length of time that is strictly necessary for processing it.  Afterwards it is either deleted or anonymised.

At any time, the purchaser has the right to request access to any personal information, as well as the possibility to check and correct, free of charge, any such information.

At any time, the customer has the right to refuse information of a personal nature being used for direct marketing purposes.

To exercise this right, contact Mr. Diederick Geerinckx, free of charge, at the email address dataprivacy@yamabiko.eu or write to the seller’s head office.

Article 15 - Arbitration, competent jurisdiction and applicable law

Any dispute between the two parties will be arbitrated by the competent courts in the judicial district of Walloon Brabant. Any international disputes concerning the creation, execution and termination of contractual obligations between the two parties, and which cannot be resolved by mutual consent, will be decided by one or more arbitrators according to the arbitration regulations of the International Chamber of Commerce.