Conditions of Sale

1.    Identity of the Seller

The webshop accessible via the URL www.showtexonline.com (hereinafter “the Website”), is owned and operated by ShowTex Online BVBA (hereinafter “ShowTex”), with registered office at 2070 Burcht (Zwijndrecht), Oude Gentweg 100 (Belgium), registered with the Crossroads Bank for Enterprises (KBO) under number 478.847.131 and with VAT number BE0478.847.131.

 

2.    Definitions

2.1.     Buyer: any natural or legal person acting in the exercise of his/her profession or business who is or will be in a contractual relationship of any kind with ShowTex.

2.2.     Products: the goods ShowTex offers for sale on the Website.

2.3.     Distance Contract: any Agreement, between ShowTex and the Buyer regarding goods, concluded within the framework of a system organised by the company for the Distance Sales of Goods, where, for this Agreement, use is only made of one or more techniques for distance communication up to and including the conclusion of the agreement itself;

2.4.     Means of distance communication: any means that, without the simultaneous physical presence of ShowTex and the Buyer, can be used for the conclusion of the Agreement between these parties;

2.5.     Durable medium: any instrument which enables the Buyer to store information addressed personally to that Buyer in a way accessible for future reference for a period of time adequate for the purpose of the information and which allows the unchanged reproduction of the information stored.

 

3.    Applicability

3.1.     These general conditions are applicable to every ShowTex offer and to every Agreement concluded between ShowTex and the Buyer.

3.2.    In addition to these general conditions, any additional terms may apply to certain Products if explicitly stated. If there are differences between the additional conditions and these General Conditions, the provisions from the additional conditions shall in principle prevail over the General Conditions, unless stipulated otherwise.

3.3.     Deviation from one or more provisions in these General Conditions is permitted only if this is expressly agreed in writing. In this case, the other provisions of these general conditions will remain fully in effect.

3.4.     General Conditions applied by the Buyer are not applicable unless this is explicitly agreed in writing by ShowTex.

3.5.     The delivery address provided by the Buyer must be located in Belgium, the Netherlands, Luxembourg, France or Germany. Orders with a delivery address located outside these countries will be refused.

3.6.    With regard to future orders, ShowTex reserves the right to change and/or supplement the General Conditions at any time.

3.7.     By using the ShowTex Websites and/or placing an order, the Buyer accepts these General Conditions as well as all other rights and obligations as stated on the Website.

3.8.     These General Conditions do not apply to offers and agreements with natural persons who are not acting within the scope of their profession or company.

 

4.    Quotes and Offers

4.1.     All ShowTex quotes and offers are free of obligation, unless an acceptance deadline has been determined. A quotation or offer expires if the Product to which the quotation or offer relates has in the meantime become unavailable. A quotation also expires if it is not accepted within 14 working days.

4.2.     Offers are valid while stocks last.

4.3.     ShowTex only offers raw Products in standard sizes on the Website. For customised products Buyers should contact a physical ShowTex retail outlet. ShowTex cannot be held to its quotations or offers if the Buyer can reasonably be expected to understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.

4.4.     If the acceptance deviates (whether or not on minor points) from the range included in the quotation or offer, ShowTex shall not be bound by it. In this case, the Agreement shall not come into effect in accordance with this deviating acceptance, unless ShowTex indicates otherwise.

4.5.     A composite price indication does not oblige ShowTex to perform a part of the assignment, in return for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

4.6.     Agreements are only concluded in writing.

4.7.     The photos and images with any descriptions on the Website will largely match the Products offered. ShowTex cannot be held liable if an image or feature deviates from the actual Product.

4.8.     ShowTex reserves the right to refuse orders without giving reasons.

 

5.    Delivery

5.1.     ShowTex will take the greatest possible care when receiving and executing Product orders.

5.2.     Products ordered online shall be delivered to the delivery address specified by the Buyer or can be collected at ShowTex NV Belgium, depending on the choice of the Buyer.

5.3.     The place of delivery is the indicated shipping address that is known at ShowTex on the Website, unless otherwise agreed.

5.4.     ShowTex only delivers to addresses in the European Union.

5.5.     The terms stipulated in the written order start from the working day following the delivery of the necessary elements.

5.6.     If the delivery is delayed because the goods ordered are (temporarily) out of stock or because of some other reasons, or if an order cannot be executed, or only partially, the Buyer will receive notice thereof.

5.7.     All (delivery) terms mentioned by ShowTex in the Agreement have been determined to the best of our knowledge and are approximate and without obligation. They are only indicative, therefore no rights can be derived from them. If any term threatens to be exceeded, this will be communicated as soon as possible.

5.8.     Unloading of the goods takes place at the expense and risk of the Buyer.

5.9.     ShowTex is entitled to deliver goods in parts (partial deliveries).

5.10.  The Buyer acknowledges that for Product delivery ShowTex depends on the Buyer's cooperation. The Buyer should ensure, among other things, that the place where the Products are to be delivered, is unobstructed and easily accessible and that, if necessary, the Products can be stored at the Buyer's risk.

5.11.  If the Buyer refuses Products or fails to perform any act necessary for the delivery of Products, ShowTex will have the right to legally terminate the Agreement with immediate effect, to dispose of the Products at the discretion of ShowTex and to recover any loss and/or costs incurred as a result of such refusal or failure (including but not limited to storage costs starting on the scheduled date of delivery) from the Buyer.

 

6.    Price

6.1.     The prices stated in a quote or offer include neither VAT and other government imposed taxes, nor any costs to be incurred in the context of the agreement, including for travel and accommodation, shipping and administration costs, unless stated otherwise.

Costs for packaging and transport shall be borne by the Buyer.

6.2.     The prices are calculated based upon the daily rates on the day the quote is prepared, unless explicitly stated otherwise. When placing an order, the Buyer accepts that we are entitled to increase the agreed price if the prices of materials, wages, social security contributions, etc. have increased since the date of the Agreement.  Such price increase shall be communicated to the customer in writing and this shall be binding on the customer.

6.3.     ShowTex shall be entitled to correct obvious (handling) errors, such as evident inaccuracies in the price indication, after the conclusion of the Agreement.

 

7.    Payment and Collection Costs

7.1.     Payment must be made in the manner stipulated and agreed when the Agreement was drawn up.  Except in case of immediate online payment by the Buyer via the Website when ordering, on receipt of the invoice, payment must be made in cash in Antwerp, in a manner to be indicated by ShowTex, in the currency stated in the invoice, without any costs for ShowTex. ShowTex is entitled to invoice periodically.

7.2.     The Buyer shall be in default by the mere expiry of this period, without any additional prior notice of default

In the event of non-payment by the due date, the invoice amount will be automatically increased, without notice of default, by a fixed compensation rate of 10%, with a minimum of 25 euros, and with an interest rate of 10% per annum from the due date. If past the due date payment solely of the main sum follows, the compensation will still be due. An administration fee of 12,50 euros will be charged for each payment reminder. The interest on the due and payable amount will be calculated from the moment that the Buyer is in default until the moment of payment of the full amount owed. Moreover, in case of non-payment of an invoice by its due date, the entire amount of debts will become payable.

The Buyer is not entitled to set off the amount owed to ShowTex.

7.3.     In case of late payment, ShowTex is entitled to terminate the Agreement with immediate effect or to suspend (further) delivery until the Buyer has fully met the payment obligations, including the payment of interest and costs owed.

 

8.    Reservation of Ownership

8.1.     All items delivered by ShowTex within the framework of the Agreement remain the property of ShowTex until all obligations in the Agreement(s) concluded with ShowTex have been properly fulfilled by the Buyer.

8.2.     Items delivered by ShowTex that are subject to reservation of ownership pursuant to Paragraph 1, may not be resold and may not be used as a means of payment. The Buyer is not authorised to pledge the items that are subject to the reservation of ownership or encumber these in any other way.

8.3.     The Buyer must always do everything that can reasonably be expected of him/her to safeguard ShowTex’ ownership rights.

8.4.     If third parties seize goods delivered under reservation of ownership or wish to establish or assert rights thereon, the Buyer is obliged to inform ShowTex immediately.

8.5.     If ShowTex wishes to exercise its ownership rights stipulated in this article, the Buyer shall grant unconditional and irrevocable consent to ShowTex and third parties to be designated by ShowTex, to enter all places/locations containing ShowTex property and to take these items back.

 

9.    Risk Transfer

9.1.     All risks, of whatever nature, to which the Products sold by ShowTex are exposed after the Products have left the factory (such as, but not limited to, transport risks) are at the expense of the Buyer.

9.2.     If the delivery of the Products cannot take place due to any cause attributable to the Buyer, the risk will be transferred to the Buyer on the scheduled date of the delivery, as communicated to the Buyer.

 

10. Guarantees

10.1.  ShowTex never guarantees the suitability of the products manufactured by ShowTex for the use planned by the Buyer.

10.2.   Any form of guarantee will always become invalid if a defect arises as a result of injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Buyer and/or by third parties when, without the written permission of ShowTex, the Buyer or third parties have made or attempted to make changes to the item, attach other items to it, which should not be attached to it or if these have been modified or processed, other than according to the manner prescribed. The Buyer cannot invoke the guarantee either if the defect arises due to or is the result of circumstances that ShowTex cannot influence, including but not limited to weather conditions (for example, but not exclusively, extreme rainfall or temperatures) et cetera.

10.3.  All guarantees and conditions of responsibility in accordance with common law at the expense of ShowTex are excluded to the extent that the law does not make their application compulsory.

 

11. Complaints Procedure

11.1.  The delivery, with the exception of defects that are not visible during reasonable inspection, shall be deemed to have been accepted unless any possible defects have been reported and motivated in a registered letter sent to ShowTex within eight (8) calendar days after delivery. When the Products are delivered at different times, this rule applies to each delivery separately.

11.2.  If the Buyer communicates his/her complaints on time, this does not suspend the payment obligation. In this case, the Buyer also remains obliged to purchase and pay for the items in fact ordered.

11.3.  If a defect is reported later on, the Buyer will no longer be entitled to repair, replacement or compensation.

11.4.  If a complaint is found to be unfounded, then the costs thereby incurred, including the research costs arising from this, on the part of ShowTex, will be fully borne by the Buyer.

11.5.  After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Buyer.

 

12. Liability

12.1.  To the extent permitted by applicable law, ShowTex is not liable for:

  • damage or loss directly or indirectly resulting from damage to or loss of part or all of the Products during transport;
  • defects in the Products caused by normal wear and tear, abnormal or unsuitable storage or conditions for use or any act, negligence or fault on the part of the Buyer or any third party;
  • defects, of whatever nature, to Products delivered by ShowTex that have already undergone some form of change or transformation;
  • all other Product defects, unless ShowTex has been notified of this by registered letter within eight (8) calendar days after delivery, or if the defect is not visible during reasonable inspection, within six (6) months after delivery;
  • damage, of whatever nature, that has arisen because ShowTex used inaccurate and/or incomplete information provided by or on behalf of the Buyer.

12.2.  In the event ShowTex is liable, its sole obligation shall be, at its own discretion, either to take back and replace or repair the non-compliant Products or to reimburse the Buyer for the price of the non-compliant Products (but not the entire order).

12.3.  In any case, to the maximum extent permitted by the applicable law, the total liability of ShowTex towards the Buyer is limited to the price of the Products that gave rise to the damage, as invoiced to the Buyer. This limitation of liability applies irrespective of the applicable liability system including, but not limited to, contractual liability, aquilian liability, faultless liability, product liability, liability for hidden defects and even in case of serious error.

12.4.  ShowTex is not liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.

 

13. Force Majeure

13.1.  In case of force majeure, ShowTex is not obliged to fulfil its obligations towards the Buyer. ShowTex is entitled to suspend its obligations for the duration of the force majeure.

13.2.  Force majeure means any circumstance beyond the control of ShowTex that prevents compliance with its obligations towards the Buyer in whole or in part. These circumstances include strikes, lock-out, labour disputes, fire, operational failures, power failures, disruptions in a (telecommunications) network or connection or communication systems used and/or the unavailability of the Website at any time, non-delivery or non-timely delivery by suppliers or other third parties and the absence of any permit to be obtained from the government.

 

14. Intellectual Property

14.1.  The Buyer acknowledges explicitly that all intellectual property rights of information, announcements or other expressions displayed and relating to the products and/or the Website belong solely to ShowTex, its suppliers or other entitled parties.

14.2.  Intellectual property rights mean patent, copyright, trademark, drawing and design rights and/or other (intellectual property) rights, whether or not including patentable technical and/or commercial know-how, methods and concepts.

14.3.  The Buyer is not permitted to use and/or change the intellectual property rights as described in this article, such as, for example, reproduction without express prior written consent from ShowTex, its suppliers or other entitled parties, unless this concerns solely private use of the Product itself.

 

15. Suspension, Termination and Cancellation of the Agreement

15.1.  ShowTex is entitled to legally terminate this agreement by registered letter with immediate effect to stop the Products in transit and suspend further delivery/deliveries if:

  • the Buyer fails to meet one or more of the obligations of this Agreement (on time);
  • after conclusion of the agreement, ShowTex becomes aware of circumstances that give good reasons to fear that the Buyer will not fulfil the obligations;
  • if the Buyer is declared bankrupt, requests postponement of payment, is dissolved or makes court or out-of-court settlements with creditors;
  • as a result of the delay on the part of the Buyer, ShowTex can no longer be required to fulfil the Agreement according to the originally agreed conditions.

This without compromising the rights of ShowTex to claim compensation.

15.2.  If the agreement is dissolved, any amounts that the Buyer owes ShowTex shall be immediately due and payable. If ShowTex suspends the fulfilment of the obligations, it will retain its rights according to the law and the Agreement.

15.3.  If ShowTex proceeds to suspension or termination, it shall not be obliged to pay compensation for damage and costs in any way whatsoever.

15.4.  If termination is attributable to the Buyer, ShowTex is entitled to compensation of the damage, including the costs, arising directly and indirectly from this.

15.5.  If the Buyer fails to comply with its obligations under the Agreement and this non-fulfilment justifies termination, ShowTex is entitled to terminate the Agreement with immediate effect, without any obligation on its part to pay compensation or reimbursement for damages, while the Buyer, due to the default, will be obliged to pay compensation and reimburse for damages.

15.6.  If the Buyer cancels an order, in whole or in part, the ordered or prepared items, plus any removal and delivery costs thereof and the number of working hours reserved for the execution of the Agreement, will be charged in full to the Buyer. The Buyer shall compensate ShowTex for all damage sustained, with a minimum of 70% of the invoice amount.

 

16. Applicable Law and Competent Court

16.1.  All offers and agreements are exclusively governed by Belgian law.

The applicability of the Vienna Sales Convention is explicitly excluded.

16.2.  All disputes related to or arising from ShowTex offers or agreements concluded with ShowTex, shall be submitted to the District Courts of Antwerp, Belgium.

 

17. Concluding Provisions

17.1.  No failure or negligence whatsoever on the part of either party to enforce, or comply with, the provisions or conditions of this Agreement shall constitute a waiver of any such provisions or conditions.

17.2.  If any provision of these general conditions is unlawful, void or for any other reason unenforceable, then this provision shall be deemed to be severable from these general conditions and shall not affect the validity and enforceability of the remaining provisions. These general conditions form the entire Agreement between the Buyer and ShowTex with regard to the material contained therein.