1. Scope of application
These general conditions of sale are applicable to all orders for work and services, together with orders for projects, studies or other preparatory work which are placed with Masai Gallery SA whose registered office is established at 1, Tremble d’Ogne in 4140 Sprimont, BCE (corporate number) No. 0812.369.456, hereafter referred to as “MG”.
These general conditions form the default legal basis for relations between parties.
As a general rule, no waiver to these general conditions shall be effective unless it is agreed in writing by MG.
In any case, MG is not supposed to have accepted any of the customer’s general conditions unless it has been explicitly stipulated in writing.
As soon as it has been published on MG’s website, this version of the general conditions is immediately applicable. It supersedes any previous version and is applicable to orders currently being processed, if that was the case, provided that MG has duly sent the new version to the customers concerned and the latter have been clearly informed about its immediate applicability.
2. Offer and order
The period of validity of MG’s offers (or purchase orders) is one month.
The prices indicated in the offer only refer to the sale of the products or the provision of the services that are described therein, to the exclusion of any other service provision. If additional services are requested by the customer, they will the subject of a separate offer.
The advance payment indicated in the offer must be paid within the indicated period, failing which the offer is considered as null and void.
All prices are indicated in euro, exclusive of VAT.
Any increase in VAT or any new tax that might be imposed between the time of the order and the time of provision of services will be borne by the purchaser.
The purchaser acknowledges that ordered products are liable to frequent and unforeseeable price variations and, consequently, that the offer may contain a price revision clause accompanied by its practical terms and conditions.
Any change in the price after the sending of the offer may therefore not be contested by the purchaser if MG has complied with the terms and conditions of the price revision clause.
Unless special conditions have been agreed upon, MG’s invoices are payable in cash before the goods leave MG’s showroom.
Any payment overdue by more than 10 days will entail an increase by an amount equal to 15% of the amount owed, by operation of law and without any formal notice being required, as flat-rate compensation for the prejudice incurred. Delivery of the goods may be delayed by MG while awaiting payment.
MG is entitled to suspend any warranty as long as the purchaser is in default of payment.
MG retains ownership of goods being sold until payment of the price is made in full in principal and for all related costs and expenses.
Any claim regarding an invoice shall be sent in writing eight calendar days at the latest after its receipt. Failing compliance with these conditions, the purchaser may no longer contest that invoice.
Unless otherwise provided for in writing, delivery is made ex-works (Incoterms).
MG does it utmost to deliver products packed according to best professional practices. Delivered goods are considered to be in the same perfect condition as those exhibited in MG’s showroom.
The purchaser is requested to check the quality of the delivered products at the time of delivery, failing which the purchaser will have no recourse against MG.
In actual fact, the purchaser expressly acknowledges that the products are fragile and transport conditions are problematical.
As a consequence of the foregoing, the purchaser assumes any and all charges, expenses and risks arising from transport, handling and insurance operations.
6. Delivery time
Delivery times are not binding and are therefore merely given as an indication of reasonable and usual times that correspond to the characteristics of the order.
MG does its utmost to meet said delivery times but the purchaser expressly acknowledges that the time of delivery depends on third parties over whom MG can have no control or power.
Consequently, MG may not be held liable for any delays whatever.
MG undertakes to inform the purchaser in writing of any uncustomary delay and, as far as possible, will propose alternatives which the purchaser may refuse. In that case, the order may be cancelled by the purchaser who may only claim repayment of the advance payment, to the exclusion of any compensation.
The purchaser will be entitled to cancel the order if the delay compared with the non-binding delivery time indicated in the offer exceeds 6 months. The purchaser may only claim repayment of the advance payment, to the exclusion of any compensation.
7. Warranty and limitation of liability
MG does not grant any warranty with respect to products for which the optimum conditions of transport, maintenance and conservation will be described in the offer.
The purchaser acknowledges that the specificity and fragility of the products sold by MG does not entitle the purchaser to any recourse if the purchaser is unable to establish and document with certainty that, as from the time of delivery, it complied with the instructions communicated by MG to the letter.
Only in that one case MG may undertake to do everything which is commercially in its power to replace the faulty product, with the purchaser acknowledging that the said replacement is sometimes not materially possible and no compensation may consequently be claimed from MG.
MG may in no way be held liable for any damage caused to third parties by the products. The onus is on the purchaser to provide against any such risk seeing that the products are at the purchaser’s entire disposal as from delivery.
8. Cancellation of the order
MG shall be entitled to cancel any order in the event of force majeure, without the purchaser being able to claim any compensation from MG.
In addition, MG may also cancel any order for which the purchaser might not have provided the requested indications or any information known to the purchaser alone and likely to substantially modify the conditions of the sale.
In such cases, MG will be entitled to keep the advance payment received and to claim any compensation for the prejudice caused.
Lastly, MG will also be entitled to cancel any order if an unforeseen administrative problem (particularly a refusal of the import certificate) makes fulfilment of the order impossible or hypothetical.
In that case, MG will refund the advance payment received as quickly as possible, minus expenses incurred.
MG reserves the right to repudiate an order from a purchaser who might not have settled the payment of a previous order, in full or in part, or with whom litigation might be in progress.
The purchaser that cancels its order bears all the consequences and will compensate MG for any ensuing direct and indirect damage.
MG safeguards the protection of the purchaser’s personal data and MG will not convey that data to any third party unless that data is intended to ensure the proper processing of the order.
10. Intellectual property
All the logos, trademarks, photos and designs appearing on documents and products are MG’s sole property.
Any reproduction of these logos, trademarks, photos and designs, in part or in whole, irrespective of the medium, for commercial, associative or benevolent purposes, is forbidden without MG’s consent in writing.
Whenever MG carries out work including a creative element within the meaning of the relevant applicable provisions, the ensuing intellectual property rights (copyright) belong to MG, unless an agreement in writing provides for various specific provisions.
11. No waiver
The failure by MG to apply one provision of these general conditions shall not in any way operate as a waiver of all the provisions specified herein.
Any dispute relating to these general conditions or, more generally, to the fulfilment of orders and agreements involving MG will be settled by the courts of the judicial district of Liège having jurisdiction.
Belgian law governs these general conditions and any agreement concluded by MG.
The French version of the general conditions shall be deemed the authentic version.