Terms & Conditions

 

  1. General terms

 

1.1.      MARYLENE MADOU BVBA (VAT nr. BE0664.736.446) with its registered office at August Vermeylenlaan 22, 3550 Heusden-Zolder. Contact data MARYLENE MADOU BVBA: telephone +32 0472810042, e-mail: info@marylenemadou.com, website: www.marylenemadou.com

1.2.      These terms & conditions are applicable to all price quotes, fee quotes, offers, special offers, quotations, agreements, contracts, sales and actions, and to all connected acts undertaken by marylène madou bvba, of both a preparatory and executive or performing nature. These Terms & Conditions remain to apply, even when the contract or legally binding agreement is not qualified as a sales contract.

1.3.      Any other terms & conditions, be it of a general or special nature, and stipulations contained in purchase orders, letters or any other document coming from or used by the principal, are not applicable in any way, unless MARYLENE MADOU BVBA has expressly accepted their applicability in writing before the conclusion of any order, legally binding agreement or prior to any pre-contractual negotiation. In such a case, their applicability remains restricted to the order or agreement to which they apply. They cannot be invoked in any other case or in the context of any other order or agreement, even in the case of any similarity between both separate orders or agreements.

1.4.      The principal and/or signatory of an order will be assumed to be capable and to be authorized to place the order. Should the principal place the order under the request to charge the order to any third party, the principal will be joint and severally liable with any third party regarding payment obligations.

1.5.      The emergence and/or the execution of any obligations arising from orders will principally relate to place of the registered office of marylène madou bvba, the place of its branch units or any of its warehouses.

1.6.      marylène madou bvba is entitled and authorized to, without prior permission or authorization from the principal, employ or involve third parties in the course of performing its obligations.

1.7.      Measurements, amounts, masses and contents mentioned in any contract or agreement, will be taken into account by marylène madou bvba to the fullest possible extent. However, any customary tolerance which is commonly accepted, either in the industry or by the suppliers of marylène madou bvba, regarding any good, should be taken into account. Under no circumstances will variances which fall within the customary accepted tolerances allow the principal to unilaterally refuse to accept the goods, suspend any payments, rescind the contract of agreement, invoke the exceptio non adimpleti contractus or demand damages of any sort. Variances regarding drawings, colors, artwork, designs and the like which were shown to the principal prior to the conclusion of any contract or agreement, are expressly included in this provision.

1.8.      These Terms & Conditions do not detract in any from legal rights enjoyed by consumers, laid down in mandatory legal provisions of the applicable national legislation regarding consumer protection. See also articles 5, 9.2., 10.7. and 11.4. of these Terms & Conditions.

 

  1. Definitions

2.1.      Marylene Madou BVBA: the receiver of the order.

2.2.      Principal: the person who has placed the order.

2.3.      Order: the request or query made by the principal to marylène madou bvba to engage in any activity, such as receiving price quotes, fee quotes, offers, the conclusion of sales or services agreements, the performance of any sale or other activity and any acts connected to the former, both of a preparatory and of an executive or performing nature. The order can be placed via the website, by telephone, by email or any other means of communication received by marylène madou bvba. The notion defined in this sub-article is to be understood in its widest possible meaning.

2.4.      Consumer: any natural person who acts for purposes outside of his trade, business, craft or profession.

2.5.      Undertaking: any natural or legal person, irrespective of whether privately or publicly owned, who is acting, including through any other person acting in his name or on his behalf, for purposes relating to his trade, business, craft or profession.

2.6.      Guarantee: any undertaking by marylène madou bvba vis-à-vis the principal, without extra charge, to reimburse the price paid or to replace, repair or handle products in any way if they do not meet the specifications set in relevant advertising.

2.7.:     Website: www.marylenemadou.com

2.8.:     Terms & Conditions: the Terms & Conditions contained within this document.

 

  1. Information and prices

3.1.      The prices indicated on the website of which are communicated by marylène madou bvba through any possible means, apply per piece, include VAT (21%) but are exclusive of delivery- and shipping costs, other levies and taxes which are borne by the principal and are without prejudice to material errors. In those cases which an hourly rate applies, performed services will be settled per commenced quarter of an hour, in conformity with the applicable hourly rates. The principal declares to be informed of the applicable hourly rates.

3.2.      Any price indicated in (oral) offers, catalogues, price lists and the like are of an indicative nature only and are without prejudice to price increases, fluctuations in exchange rates and (material) errors.

3.3.      The prices indicated are subject to change until the conclusion of any contract or legally binding agreement.

3.4.      The prices exclusively refer to the products as they are verbatim defined. Accompanying images and/or illustrations are of an illustrative nature only and may contain elements not included in the indicated price.

3.5.      Regarding the accuracy, the currentness or the integrality of any prices communicated, marylène madou bvba is subject to a best-efforts obligation. In no way will marylène madou bvba be liable for material errors, typographical errors or printing errors. In the case of specific questions regarding colors, sizes, materials, availability and the like, the principal is requested to contact MARYLENE MADOU BVBA.

 

  1. Price quotes, fee quotes, orders and the formation of sales- and services agreements

4.1.      Any price quote, fee quote or price indication provided by marylène madou bvba is of an indicative nature only and is not to be considered as a binding offer vis-à-vis the principal or any third party. The provision of a price quote or fee quote by MARYLENE MADOU BVBA does not reflect the willingness of marylène madou bvba, or any of its agents, representatives or members of staff, to conclude a contract or legally binding agreement with the principal.

4.2.      An order is only accepted by Marylène Madou after the principal has received a confirmation by e-mail by Marylène Madou. MARYLENE MADOU BVBA reserves the right to refuse any purchase offer, in the form of an order request, by the principal. In the case of such a refusal, marylène madou bvba will not be liable for the payment of damages of any sort. In case the principal has not received a written conformation regarding an order request placed via the Website of though any other means of communication, within 3 working days, the principal should inquire with MARYLENE MADOU BVBA.

4.3.      Price quotes or fee quotes remain valid for fifteen (15) working days from their date of issue.

4.4.      marylène madou bvba reserves the right to require the payment of a (non refundable) advance deposit before any design, advice, proposals and the like, to compensate for any expense incurred. Such an advance deposit will be deducted from the final payment.

4.5.      Any product or service displayed or mentioned on the Website, in catalogues, newsletters, notes, brochures or any other means of publicity is of an informative and/or illustrative nature only. marylène madou bvba reserves the right to revoke or withdraw any product or service displayed or mentioned in any means of publicity. Any such mention or display is only valid until the stock is exhausted.

 

  1. Right to revoke/right of withdrawal

5.1.      The provisions of this article are (only) applicable to principals who buy products (online) in their capacity as consumers.

 

5.2.      The consumer shall have a period of fourteen (14) days after the day of delivery of a product to withdraw from the sales contract or from the conclusion of a services agreement, without having to give any reason, and without incurring any costs.

In the case where the consumer ordered multiple products in one order and where the products are delivered separately, the period of fourteen (14) days will commence on the date of delivery of the last good.

 

5.3.      However, the consumer shall not have the right to withdraw from the contract in the case where one or more products were fabricated according to the specifications provided by the consumer and/or in the case where the products are of a clear personal nature and/or in the case where the goods are of a perishable nature. Nor shall the consumer have the right to withdraw from service contracts when the service has been fully performed, if the performance has begun with the consumer’s prior express consent and with the acknowledgement that he or she will lose the right of withdrawal once the contract has been fully performed by MARYLENE MADOU BVBA. In these instances, the right of withdrawal thus does not apply.

 

5.4.      In the instances where the right of withdrawal is applicable, it is required that the consumer who wishes to exercise this right contacts MARYLENE MADOU BVBA within fourteen (14) days after the date of delivery of the products by e-mail. It is required that the consumer who wishes to exercise the right of withdrawal makes sure that the products are returned to marylène madou bvba within twenty (20) days after the day where the consumer communicated his or her wish to exercise the right of withdrawal. The return of the products takes place at the expense and at the risk of the consumer, unless in the case of a non-conformity. Any product should be returned to MARYLENE MADOU BVBA by courier service (e.g. DPD, DHL, UPS, etc.) contained within the original packaging. Products can only be returned in their original and undamaged state, together with original appurtenances and attachments such as a label, the original invoice or original proof of purchase. In no case whatsoever will used, damaged, unclean, personalised or incomplete products be accepted back by marylène madou bvba. Nor will products where (if any) the security seal has been broken or which cannot be returned due their nature, be accepted back by marylène madou bvba.

 

5.5.      In order to exercise the right of withdrawal, the consumer should inform marylène madou bvba in a clear and unequivocal manner through a statement via email with acknowledgement of receipt or by registered letter. In order to comply with the withdrawal deadline, it is sufficient that the consumer sends his or her communication concerning the exercise of the right of withdrawal before the period of fourteen (14) days has passed.

 

5.6.      The consumer shall only be liable for any diminished value of any product resulting from a use of any such product which goes beyond what is necessary to determine the nature or characteristics of any such product.

 

5.7.      Where the consumer exercises the right of withdrawal for products which have been the subject a promotional campaign, for example the sale of an accompanying or related product at a discount, MARYLENE MADOU BVBA reserves the right to recalculate the price of the products which were the subject of any such promotional campaign. In the case where the original price paid will be refunded, this recalculation can be taken into account and could possibly be deducted from the amount to be reimbursed.

 

5.8.      In no case whatsoever will a principal not acting in his or her capacity as a consumer enjoy the right of withdrawal.

 

  1. Modification of orders

6.1. In the case where marylène madou bvba is required to perform different and/or other activities than originally agreed upon, due the fact that the principal does not (timely) deliver sound and clear data or materials, or due to the fact that the principal has delivered a modified or incorrect order, these activities will be charged to the principal in accordance with the rates normally charged by marylène madou bvba. The foregoing also applies to any damage suffered or losses incurred by of marylène madou bvba resulting therefrom.

 

  1. Transport and delivery

7.1.      Unless otherwise agreed in writing, the delivery deadlines are of an indicative nature only and are not binding upon marylène madou bvba.

7.2.      The delivery period starts after the placement of a final order with marylène madou bvba by the principal, after the delivery of the necessary materials and/or information by the principal and/or (if applicable) the approval of any artwork or designs as well as the settlement of any payment method.

7.3.      A term exceeding the delivery period cannot give rise to the suspension of any obligation of the principal, to damages or the rescission of the contract.

7.4.      Unless otherwise agreed, deliveries take place in conformity with the Incoterm ® ‘Delivered At Place’ (‘DAP’). However, any detention of products pending the delivery or pickup is at the risk of the principal. Products need to be inspected upon the moment of delivery or pickup. Any transport damage should be immediately notified to the driver in writing at the moment of delivery.

7.5.      The principal cannot invoke any lateness, non-conformity or any defective condition of the delivered products, unless his or her complaint is notified within 10 days of delivery or pickup by registered letter to the registered office of MARYLENE MADOU BVBA.

7.6.      At all times, marylène madou reserves the right to split deliveries of different products, even if the respective products are delivered on the basis of a single order with marylène madou bvba.

7.7.      Unless explicitly otherwise agreed in writing, products will only be dispatched by marylène madou bvba after MARYLENE MADOU BVBA has received full payment.

 

  1. Payment

8.1.      Payments for sales made via de Website are effectuated through the appropriate payment options integrated into the marylène madou bvba Website (Maestro, Mister Cash, Visa, Mastercard, PayPal, etc…).

In the case the principal wants to make use of an invoice or bank transfer, the principal should direct a request per email to marylène madou bvba. Any invoices are payable in euro and without any discount or rebate at the registered office of MARYLENE MADOU BVBA. Payment shall be made within the term specified in the (pro forma) invoice or in the order acknowledgement, as the case may be. In the absence of a specified time limit, payment shall be made within thirty (30) calendar days after the receipt of an invoice or an equivalent payment request. Unless otherwise agreed before any payment, the payment of any invoice will be made via bank transfer at no cost for marylène madou bvba.

8.2.      Invoices can be protested by the principal only through registered letter and within a period of seven (7) calendar days when the principal is acting within a professional capacity, or within a period of fourteen (14) calendar days when the principal is acting within his or her capacity as a consumer. A complaint does not suspend the payment obligation of the principal, nor does it release the principal from the payment obligation.

8.3.      Any late payment shall automatically and without notice of default, from the due date and without prejudice to any other rights granted to or enjoyed by MARYLENE MADOU BVBA, give rise to the obligation to pay interest. The rate of interest is fixed on 4.25% per annum for consumers and on 8.5% per annum for persons acting in a professional capacity. This interest is payable from day to day. In addition, any discount which has been granted will expire. All additional costs, including the costs of recovery, will be charged separately to the principal, unless such costs are covered by any fees or damages which are awarded in accordance with the laws of the competent court (lex fori). Moreover, in the case of an incomplete payment or in the case of non-payment within seven (7) calendar days after the first payment demand, the principal shall be liable to pay a compensation payment of 10% of the relevant amount with a minimum amount of 50 euros. The application of this penalty clause will in no way prejudice the right of marylène madou bvba to demand a higher amount in compensation if the actual damage exceeds the fixed amount.

8.4.      The non-payment by the due date of a single invoice will trigger an immediate obligation to pay the outstanding balance of all other payments owed to marylène madou bvba by the principal, even if those payment obligations were not yet due in and by themselves.

8.5.      In the case of non-payment of any amount due on the due date, marylène madou bvba will be entitled to, at any time and without prior notice of default, to rescind the contract or legally binding agreement in whole or in part, by means of registered letter to the principal with effect from the date of sending and without needing to sue for dissolution. This express termination clause constitutes a fundamental provision of any contract or legally binding agreement entered into by marylène madou bvba.

8.6.      In the case of non-payment of any amount due on the due date, MARYLENE MADOU BVBA will be entitled to, at any time and without prior notice of default, to suspend its activities regarding any order of the principal.

8.7.     MARYLENE MADOU BVBA is entitled to invoice on a monthly basis for work performed and costs incurred in the course of the execution of the legally binding agreement or contract.

8.8 For international wholesale orders, we only start production after receiving a confirmation of your order and a payment of 30% of your total order value. 70% needs to be transferred 5 days before delivery. It is possible to agree different terms and conditions on a written and explicit declaration by the Company. To be valid, any complaints relating to the invoices must be notified by registered mail and detailed formulated within three (3) days of receipt of the invoice. There are no reasons, such as the submission of a complaint on the products admitted, which authorize the purchase to withdraw from the payment. Any interest is due to the data of the payment, as regards a fact, in which every day must be considered as expired.

 

  1. Guarantees

9.1.      Unless a prior and written stipulation to the contrary, any (commercial) guarantee granted by marylène madou bvba will not extend beyond a period of twelve (12) months starting from the date of delivery of the goods.

9.2.      In the case where the principal acts within his or her capacity as a consumer within the meaning of article 1646bis, §2, 1° of the Belgian Civil Code, any commercial guarantee granted by MARYLENE MADOU BVBA will not extend beyond a period of two (2) years from the date of delivery of the goods.

 

  1. Complaints

10.1.   The principal will undertake a careful inspection of any product bought at the moment of delivery.

10.2.    The receipt of the products by the principal or any agent of the principal has the effect of covering any visible non-conformity or defect that can or could be ascertained at the moment of delivery.

10.3.    Any complaint concerning a product will be communicated to MARYLENE MADOU BVBA in writing within a period of seven (7) calendar days after delivery or completion.

10.4.    In the case the principal fails to receive the product at the moment of delivery, the period of seven (7) days will commence at the moment of receipt of the shipping note or any other equivalent document. In case no such document is provided for, the period of seven (7) days will commence at the moment of receipt of the invoice.

10.5.   Any hidden or non-visible non-conformity or defect should be notified to marylène madou bvba in writing within a period of fifteen (15) calendar days after its discovery.

10.6.   In the case that MARYLENE MADOU BVBA deems the complaint to be valid, marylène madou bvba reserves the right to (1) either provide reimbursement of the amount paid by the principal in part or in whole, depending on the nature of the defect or non-conformity, or (2) make the necessary improvements to the products concerned at their own expense, or (3) deliver a new product at their own expense.

10.7.   In the case where the principal acts within his or her capacity as a consumer, within the meaning of Article 1649bis, §2, 1° of the Belgian Civil Code, the principal will communicate any complaint to MARYLENE MADOU BVBA within two (2) months after the date on which the principal ascertained the non-conformity or the defect.

10.8.   A complaint does not suspend any of the obligations of the principal, neither will it suspend the term of payment provided for in article 8.1. of these Terms & Conditions.

 

  1. Liability

11.1.   marylène madou bvba can only be held liable for any material damage, with the exclusion of indirect and/or consequentional losses, which are the direct consequence of a serious and/or willful breach of its obligations.

11.2.   marylène madou bvba cannot be held liable for any deficiencies in the materials or data which were provided by the principal, for any flaws in price quotes of its suppliers, flaws in the designs, texts or data concerning which the principal has given his or her prior approval or has been invited to control or verify the designs, texts or data and has neglected to perform any such verification or has expressed that he or she has no need for any such verification. The liability of marylène madou bvba is limited to the price or value of the contract or legally binding agreement concerned, without prejudice to the application of mandatory legal provisions.

11.3.   Any liability will become time-barred after a period of one (1) year from the date of completion of the order, without prejudice to mandatory legal provisions which provide for a different limitation period.

11.4.   In the case where the principal acts within his or her capacity as a consumer within the meaning of Article 1649bis, §2, 1° of the Belgian Civil Code, the legal claim of consumer will become time-barred after a period of one (1) year from the date of the discovery of the non-conformity. However, the legal claim cannot become time-barred before the expiry of the period of two (2) years as mentioned in Article 9.2. of these Terms & Conditions.

11.5.    Only the principal will be liable for any resale of the products bought.

11.6.    marylène madou bvba shall not be liable for any defect or non-conformity which is directly or indirectly caused by any act or negligence of the principal or any third party. marylène madou bvba will not be liable for any damage caused by a wrong, non-conformistic or maladjusted use of any product bought. This expressly includes any unintentional or undesirable interaction caused by simultaneous or concurrent use with any other good.

 

  1. Force majeure

12.1.   In the case that marylène madou bvba, due to force majeure, certain acts of suppliers or subcontractors, strike, lock-out and the like, finds itself in the permanent and ongoing impossibility to execute the agreement, it reserved the right to rescind or renegotiate the agreement. No damages shall become due or payable due to any such rescission or renegotiation.

In the case of force majeure, certain acts of suppliers or subcontractors, strike, lock-out and the like, marylène madou bvba reserves the right to suspend the execution of the contract or legally binding agreement in whole or in part. No damages shall become due or payable due to any such suspension.

MARYLENE MADOU BVBA also reserves the right to propose to the principal the replacement of any product which cannot be delivered due to force majeure by a functionally equivalent product.

 

  1. Retention of property and extended right of retention (lien)

13.1.   Any product sold or service delivered will remain the property of marylène madou bvba until the complete payment of the price, including interests, costs and damages.
In the case of split deliveries or in the case where multiple invoices relate to one order, the products sold and the services delivered constitute an indivisible whole.

13.2.   marylène madou bvba reserves the right to suspend any delivery and to retake and maintain possession of any product or service sold in the case the principal fails to pay his or her debts on the due date (‘extended right of retention’ [lien]), unless the principal has provided an adequate form of security. Any costs incurred in providing any such security are at the expense of the principal.

13.3.   In the case of bankruptcy of the principal, any and all outstanding agreements are settled prematurely on the date of bankruptcy and will be set off (‘close-out’). The retention of property of MARYLENE MADOU BVBA will be retained in the case of bankruptcy of the principal.

 

  1. Duration and termination

14.1.   Any contract or legally binding agreement is terminated by the expiry of the duration for which it was entered into.

14.2.   marylène madou bvba is entitled and authorized to regard any contract as having been automatically rescinded, without prior notice of default, in the case of bankruptcy, suspension of payments or apparent insolvency of the principal. This clause also applies in the case of any change regarding the legal status of the principal which could affect the principal’s capacity or capability to observe and comply with its obligations vis-à-vis marylène madou bvba.

14.3.   In the case of an annulment of an order by the principal or any shortcoming in the observance of its obligations by the principal which can be attributed to the principal, marylène madou bvba reserves the right to either suspend the performance of the contract or to regard the contract as having been unilaterally rescinded by the principal, and in the case of an annulment, without prior notice of default.

In the event that marylène madou bvba considers the contract as having been unilaterally rescinded by the principal, the principal is obligated to pay a lump sum indemnity equal to the amount of 20% of the agreed price of the order, VAT not included. However, marylène madou bvba reserves the right to claim a higher amount than said lump sum indemnity payment in the event that a higher amount of loss or damage is demonstrated, for example in the case where marylène madou bvba already obtained certain goods which can also be resold at a lower price or cannot be resold at all within a reasonable period of time, or in the case where marylène madou bvba, in the course of performing its obligations, already obtained or manufactured materials or semi-manufactured products. A higher amount of loss or damage can also be demonstrated on the basis of services which were already delivered by marylène madou BVBA, in the event that the value of said services exceeds 20% of the agreed price of the order, VAT not included.

 

  1. Privacy protection

15.1.  The principal authorizes marylène madou bvba to record and process the personal data provided by the principal in an automated database. The processing of the personal data of the principal by marylène madou bvba is carried out with the aim of executing the order to which the personal data relates, for customer relation purposes, the promotion of products and services of marylène madou bvba, the development of individualized and general marking campaigns, with the express inclusion of email traffic, by marylène madou bvba.

15.2.  It is possible that, in the context of the execution of one or more orders, any personal data obtained, will be shared with third parties with whom marylène madou bvba collaborates, for example production partners, payment providers and transport companies.

15.3.    At any time the principal enjoys a free right of access, control and rectification of the personal data relating to the principal which is held by marylène madou bvba, in conformity with the Belgian law of 8 December 1992 concerning the protection of privacy and the processing of personal data (‘Wet van 8 december 1992 tot bescherming van de persoonlijke levenssfeer ten opzichte van de verwerking van persoonsgegevens’)

15.4.    The principal authorizes marylène madou bvba to mention the sale of one or more products or the performance of one or more services relating to an order of the principal with marylène madou bvba, with the exclusive aim of promoting products created and/or sold or services rendered by marylène madou bvba. To this end, the principal grants marylène madou bvba the right to use the principal’s name, logo and/or label and images and/or pictures of the principal. The principal reserves the right to withdraw this authorization at any given time. The principal cannot, by which reason whatsoever, claim any form of (monetary) compensation from marylène madou bvba on the occasion of or relating to any such promotional campaign.

 

  1. Electronic communication

16.1.    Electronic communication between the principal and MARLENE MADOU BVBA stored on a fixed data carrier or media storage device will be accepted as a means of proof between both parties, in the absence of any proof to the contrary between either party.

 

  1. Intellectual propery

17.1.    marylène madou bvba remains the exclusive owner and titular of all forms of intellectual property it possesses on or relating to any product or service created, offered or sold, its designs, artwork and any other creation.

 

  1. Final provisions

18.1.   The courts of the Hasselt division of the judicial district of Limburg (‘gerechtelijk arrondissement Limburg’) shall have exclusive jurisdiction.

18.2.   Any contract or legally binding agreement concluded or entered into by marylène madou bvba is exclusively governed by Belgian law.

18.3.   In the event where any contract or any legally binding agreement and/or these Terms & Conditions should lose their legally binding force in whole or in part, this shall have no consequences whatsoever concerning the validity and/or legally binding force of any other provision of said contract or legally binding agreement and/or these Terms & Conditions. Any provision which is deemed to be invalid will be substituted by a valid provision which approximates to the aim and purpose of the invalid provision as close as is possible.

18.4.    In the event where marylène madou bvba should choose, even repeatedly, not to invoke or rely on one or more provisions or rights granted by these Terms & Conditions, such acts can only be considered to constitute a toleration of a given circumstance or situation, and can never be considered to constitute a forfeiture. Therefore, any such tolerance can be never be interpreted as a renouncement of (any provision of) these Terms & Conditions, nor can any such tolerance be considered to affect the legal validity or binding force of these Terms & Conditions.

18.5.   Changes regarding the ownership structure or legal form of marylène madou bvba will not affect (the validity) of any contract or legally binding agreement concluded by marylène madou bvba.

18.6.  marylène madou bvba reserves the right to alter or modify its Terms & Conditions without explicit and/or prior notice. After any such alteration or modification, each new order placed with marylène madou bvba constitutes an acceptance of the latest version of these Terms & Conditions.

18.7.    The principal declares to be informed of and agrees to observe the terms of use of the Website and the logo of marylène madou bvba.