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This document sets out the general conditions of sale for all products and/or services sold by Wetlands Biosciences s.a..
The general conditions of sale stipulated hereinafter, together with the order form, constitute the contract between the company and the purchaser.
The general conditions of sale unrestrictedly and unreservedly apply to all products and/or services offered for sale by the company, and may be supplemented by specific conditions of sale stated in the quotation.
It is understood that in signing the quotation, the purchaser accepts these general conditions of sale.
The supplier is Wetlands Biosciences s.a., a private limited-liability company (sprl), whose site is at Fleming Centre, Rue du Laid Burniat 5, 1348 Louvain-la-Neuve.
The term ‘customer’ may refer to any party placing an order with the supplier, whether a customer, a company, a physical person or any other partner.

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All advertising and all quotations are non-binding. Wetlands Biosciences s.a.’s commitment shall only be engaged after it has sent a written order confirmation to the customer and the first instalment (or the full price if requested) has been paid by the customer.
All the articles (products or services) offered on the website and in other forms of advertising are described in good faith and as accurately as possible. However, we reserve the right to modify products or services without informing the customer, provided that the quality and performance thereof are not adversely affected.
Prices are quoted in euros.
Customs duties, other local taxes, import duties and State taxes are not the responsibility of Wetlands Biosciences s.a., and are payable by the purchaser. Responsibility for such costs shall lie entirely with the purchaser, in terms both of declarations and of the making of payments to the relevant authorities and/or bodies.
Quotations for products and prices are valid for the period stated in the quotation, which shall commence from the date of compilation of the quotation.
Should an article be unavailable, the purchaser shall be informed by e-mail or letter as soon as possible.
Under no circumstances shall Wetlands Biosciences s.a. be liable for any damage resulting from an article’s unavailability.

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The contract is concluded by the customer for the product or service stipulated in the quotation accompanying these general conditions of sale.
The contract shall be materialised by the returning of the signed and completed order form to Wetlands Biosciences s.a. by fax or e-mail (or by some other means of confirmation if this has been agreed upon by both parties). The form is enclosed with the quotation. The contract shall take effect from the moment of receipt of this order form (or of this confirmation) by Wetlands Biosciences s.a..
In the event of the contract’s unilateral termination for any reason whatsoever by the purchaser, the latter shall be required to pay Wetlands fixed compensation of 20% of the value of the contract.
Wetlands Biosciences s.a. reserves the right to suspend and/or terminate the contract in the event of:
- the order form being incompletely or incorrectly filled out.
- non-payment by the customer, in accordance with Article 5 of these conditions of sale or if Wetlands Biosciences s.a. has reason to suspect in advance that payment will not be made.
- communication of incorrect data or failure to provide information on the part of the customer.
- orders for an abnormally large number of products.
- orders with an abnormally high total cost, ≥ 50 000 euros.
- a requirement to deliver in a geographical area where the risks are unreasonably high, due either to unreliability of transport or distribution, or to force majeure.

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The purchase invoice shall be sent out in accordance with the schedule given in the quotation.
For corporate customers with a registered office in Belgium, Belgian VAT will be added, and shall be additionally payable on all invoices. All customers who are liable to pay VAT must provide their VAT number on the order form.
Unless the law stipulates other arrangements regarding VAT, taxable corporate customers based in another European Union country and wishing to receive deliveries in that country shall be invoiced for the amount net of VAT. The company in question shall be responsible for making an import declaration so as to comply with the tax regulations of the country in which it is based.
Deliveries outside the European Union shall be invoiced net of VAT.

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In making an order, the purchaser accepts the price quoted by Wetlands Biosciences s.a. unless agreement has been made to the contrary in writing between the parties.
All sums payable to Wetlands Biosciences s.a. which have not been paid by the due date mentioned on the invoice shall be increased as of right and without further notification by a fixed late-payment penalty of 15% of the invoice amount (including VAT) or 25 euros, whichever is the greater, and by late-payment interest of 1.5% per month (calculated from the invoice date). Failure to pay an invoice shall cause any discounts that have been granted to be cancelled, and shall also render the balance payable as of right on all other invoices immediately due, including on invoices whose due date has not yet been reached. In addition, Wetlands Biosciences s.a. reserves the right in such cases to suspend or dissolve all orders without prejudice to its right to compensation.
Sums paid shall remain the property of Wetlands Biosciences s.a..

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The goods delivered shall remain the property of Wetlands Biosciences s.a. until payment has been received in full.
The purchase and/or provision of equipment originating from Wetlands Biosciences s.a. shall not give rise to any transfer of ownership if this in conflict with copyright or intellectual property rights. In the case of computer software, Wetlands Biosciences s.a. grants its customers a non-exclusive licence for the use of the product.

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All intellectual rights, whether relating to products, services, prototypes, installations or the future development thereof, are the exclusive property of Wetlands Biosciences s.a..
Wetlands Biosciences s.a. and the customer undertake to maintain confidentiality with regard to all information and documents concerning the other party, of any nature whatsoever. Wetlands Biosciences s.a. shall not make any disclosure regarding the contract or any of its provisions, or regarding the specifications, plans, designs, drawings, samples or information provided by the purchaser or in its name in connection with the contract, to any person other than those employed by it at the time of execution of the contract. Any document transferred to Wetlands Biosciences s.a. by the purchaser, other than the contract itself, shall remain the property of the purchaser, and all copies of the said documents shall be returned to the purchaser after the execution of its contractual obligations, if it so requests.

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The data recorded by Wetlands Biosciences s.a. shall constitute the proof of all the transactions between the company and its customers.
The data recorded by the company’s payment system shall constitute the proof of the financial transactions.

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The Incoterm CPT shall apply to the transfer of goods to the customer.
The company shall, to the best of its ability and taking account of technical constraints, employ all means at its disposal to ensure that the articles ordered are completed. However, the company may not be held liable for delays attributable to the customer, to technical constraints beyond the company’s control (such as the absence of a white- or blue-collar worker due to illness, computer bugs or supplier delivery delays) or to other instances of force majeure (strikes, earthquakes, fires, storms, floods, lock-outs, import or export problems, civil disturbances, insurrections, wars or any other circumstance regarded in case law as constituting force majeure).
The company may not be held liable for losses of profit, commercial losses, losses of data, loss of income or any other indirect damage which was not foreseeable at the time of the sales contract being concluded with the customer.
In the event of Wetlands Biosciences s.a. being held liable, the amount of compensation shall not under any circumstances exceed 20% of the value of the contract net of VAT.
The company declines all liability for products’ non-compliance with the legislation of the country where they are delivered, other than Belgium. The customer bears sole responsibility for verifying compliance, unless an agreement to the contrary has been made in writing between the two parties.

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Complaints: Any complaints must be sent to Wetlands Biosciences s.a. by registered letter within 10 calendar days of receipt of the goods or the performance of the work, as applicable (in the case of complaints not covered by the guarantee) and within 8 calendar days of the invoice date for complaints relating to an invoice. Once the aforementioned periods have expired, the services and invoices in question shall be deemed to have been definitively accepted.

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If one or more of the provisions of these general conditions of sale cannot be applied, for any reason whatsoever, the other provisions shall still remain valid and applicable.

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The general conditions of sale have been drawn up in accordance with Belgian law, and in the event of a dispute, the Belgian courts shall have sole jurisdiction. The choice of judicial district shall lie with Wetlands Biosciences s.a..

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Wetlands Biosciences s.a. reserves the right to mention the customer ‘s name and to publish photos of the customer’s installations in any medium whatsoever, unless the customer has made an explicit written request to the contrary.

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The terms listed below have the following meaning:
Letters, whether sent by recorded delivery or not, reports, faxes, e-mails, telegrams and SMSs are considered as communication in writing.
An article is a product or service offered for sale by the company.

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Latest version 20 August 2007