Article 1 Definitions

1. In the present general terms and conditions, the following terms are used in the sense given below, unless explicitly indicated otherwise.

The consumer: an opposite party being a natural person who does not act in the course of a business or in the course of a profession.
Agreement: the agreement between SynTech / Sports Nutrition Belgium Ltd (hereinafter to be referred to as “SynTech”) and the consumer;

Article 2 General

1. The present terms and conditions shall apply to each and every offer, tender and agreement between SynTech and the consumer, to which SNB has declared the present terms and conditions applicable, insofar as parties have not explicitly deviated from the present terms and conditions in writing.

2. The present terms and conditions shall also apply to agreements with SynTech, the execution of which calls for the services of third parties.

3. Possible deviations from the present general terms and conditions shall only be valid provided they have been explicitly agreed upon in writing.

Article 3 Offers and tenders

1. All offers and tenders made shall be considered as invitations to the potential consumer to agree on a tender. All offers shall be free of obligation from our side, unless otherwise explicitly and unequivocally stated in writing in the offer.

The order we receive shall be considered as an offer until we send a written confirmation (the so-called order confirmation).

If no term is indicated, our offers will be valid for 8 days following the day on which the offer was made.

2. The contents of brochures, prints etc. are free from obligation from our side, unless they are explicitly referred to in the agreement in writing.

Article 4 Conclusion of the Agreement

1. The present agreement shall be concluded through the timely acceptance by the consumer of SynTech’s offer.

Article 5 Delivery

1. Unless agreed upon otherwise, delivery shall be made at the warehouse of SynTech / Sports Nutrition Belgium.

2. The term of delivery given by us starts on the day on which the agreement is concluded, provided that all data needed in order to be able to execute the order are in our possession and provided that we have received the payment of the purchase price (unless explicitly agreed upon otherwise).

3. The consumer is obliged to take the goods bought by him the moment said goods are at his disposal or handed over to him.

4. The goods are delivered in Belgium, provided that they are in stock and it has not been otherwise agreed in writing, within 30 days following the day on which the agreement was concluded and after we have received the payment of the purchase price, subject to the provisions of article 15 of present general terms and conditions (force majeure).

The goods are delivered in Belgium, provided that they are in stock and it has not been otherwise agreed in writing, within 30 days following the day on which the agreement was concluded and after we have received the payment of the purchase price, subject to the provisions of article 15 of present general terms and conditions (force majeure).

Terms of delivery will be extended by the time during which the consumer has left any amount unpaid after said amount has become due.

In case of late delivery, the consumer has to give us notice of default in writing.

5. If the consumer refuses to take delivery of the purchased goods or fails to give the information or instructions necessary to their delivery, the goods destined for delivery shall be stored at the consumer's risk following notification of the consumer by SynTech. In said event, the consumer shall owe all additional costs.

6. If SynTech and the consumer agree upon the delivery method of the products bought, delivery will be done as follows, unless explicitly agreed otherwise:

7. If, in the framework of the execution of the agreement, SynTech requires data to be given by the consumer, the term of delivery shall commence after the consumer has provided SynTech with said data.

8. If SynTech has given a term of delivery, it shall only be indicative. A given term of delivery shall therefore never constitute a term to be observed on penalty of forfeiture of rights. The final term of delivery shall, however, never exceed the given term of delivery by more than one week, unless there is a matter of force majeure. If the term of delivery is exceeded, the consumer must give SynTech notice of default in writing.

9. Return shipments must be dispatched carriage paid with a motivation: if these conditions and terms are not respected, we have the right to refuse the return shipment and/or return it at the expense of the consumer. The return shipment will be at the consumer’s expense and risk.

Article 6 Cooling off period

1. After receiving the product, the consumer has a cooling off period of seven (7) days without giving any reason to terminate the agreement and return the products. In that case, the consumer shall immediately return the products in the same condition as they were received. To return the product, the consumer bears the cost of return shipping.

We shall refund the payment made by the consumer within 14 days after receiving the returned goods.  

Products that have been taken out of their packing cannot be returned.

2. The consumer is obliged - subject otherwise to forfeiting the right to complain- to inspect the delivered products (or have them inspected) within 30 days following delivery of said products.

In case the delivered and inspected products do not comply with the agreement and/or visual defect(s) are detected, the consumer is obliged to send us a written notification regarding the fault of the consumer within a reasonable period of time, and within 30 days at most. This notification needs to be done by registered letter or electronically (by e-mail), with a detailed description of the complaint and accompanied by the invoice added to the delivered products.

3. Any non-visual defects that were not detected upon delivery shall be notified to us as mentioned in the previous paragraph by the consumer within 10 days after said defect was discovered.

4. All claim rights of the consumer vis-à-vis SynTech concerning defects in the goods we delivered, shall expire if:
- the defects have not been notified to us within the terms and/or in the correct way stipulated in this article (under paragraph 1,2 and 3);
- the consumer does not cooperate or cooperates insufficiently in examining whether the complaints are founded;  
- the consumer has not used the products as prescribed or the defect originated as a result of improper use;
- if the term of guarantee mentioned in the individual agreement is exceeded, or in case of absence of this term, the complaints are notified more than 12 months following the day of delivery of the products;
- the consumer continues to apply or use the products for which the complaints were filed.  

5. Complaints concerning prices and invoice, need to be filed within 8 days after delivery of the products and/or invoice date. In absence thereof, all claims by the consumer vis-à-vis SynTech will expire.

6. If the consumer files his complaint, he shall still be held to take the delivery and/or effect the payment of the products.

7. The consumer shall always give us the opportunity to repair possible defects.8. The guarantee mentioned for this purpose shall not apply when the defect originated as a result of injudicious or improper use of the products. We are not liable for the aforementioned.

Article 7 Samples and Models

1. If SynTech has shown or given the consumer a sample or model, the product shall correspond with it, unless the showing happened or the sample was given by way of indication.

Article 8 Retention of Title

1. SynTech shall remain the full owner of the delivered product until the purchase price has been paid in full. Upon full payment of the purchase price the ownership of the delivered product passes on to the consumer by operation of law.

2. We have the right to take back the products which are at the disposal of the consumer (or third parties), but of which we have the ownership, as soon as we can reasonably accept that there is a risk the consumer will not be able to meet his obligations. The previous paragraphs shall be without prejudice to the rights arising from general law: we retain the right to claim damages from the consumer after taking charge of the products.

Article 9 Inspection and complaints

1.The consumer shall be held to inspect the delivered products (to have the delivered products inspected) the moment of delivery (handing over), but in any case in as short a period of time as possible. In this respect, the consumer must examine whether the quality and the quantity of the delivered products comply with what was agreed upon, or at least whether they meet the requirements applying to said products in normal (business) transactions.

2. Possible visible shortcomings must be communicated in writing to SynTech within three days following delivery and this together with the simultaneous submission of the original invoice and the defect product, unless the latter is impossible or unreasonably onerous.

3. The consumer must inform SynTech of a non-visible defect within 8 days following its detection, but in any case before the guarantee period expires, observing the stipulations of the previous paragraph of the present article. When the guarantee period has expired, SynTech shall be entitled to charge the consumer for all repair or replacement costs, including administration and shipment costs as well as call-out charges.

4. If in accordance with the previous paragraph, the consumer files his complaint in due time, he shall still be held to take delivery and effect payment of the products purchased. If the consumer wishes to return defect products, he shall do so following prior consent in writing from SynTech and in the way indicated by SynTech.

Article 10 Transfer of risk

1. The risk of loss of, or damage to the products being the subject of the agreement, shall be transferred to the consumer the moment said products are judicially and/or actually delivered to the consumer and therefore fall into the power of the consumer or of third parties to be appointed by the consumer.

Article 11 Payment

1. The consumer shall pay the purchase price using one of the payment methods indicated on the website, unless agreed upon otherwise in writing. Orders placed outside Belgium can only be paid by post- or bank payment in advance or by credit card.

2. The amounts due by the consumer need to be paid within 14 days following the order placement.

3. Contestation of the amount of the invoices shall not suspend the fulfilment of the payment obligation.

4. After the expiry of 14 days from the date of invoice, the consumer shall be in default by operation of law, commencing on the moment the consumer is in default, he shall owe an interest of 1% per month on the amount payable, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply.

5. SynTech's claims and the consumer’s obligations vis-à-vis SynTech shall become immediately due in the event of bankruptcy, suspension of payment or curatorship.

6. SynTech shall be entitled to have the payments made by the consumer go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest.
SynTech shall have the right, without this leading SynTech to be in default, to refuse an offer for payment, if the consumer designates a different sequence of attribution. SynTech shall be entitled to refuse full payment of the principal sum, if said payment does not include the interest still due, the current interest and the costs.

Article 12 Suspension and Dissolution

1. SynTech shall be authorised to suspend the fulfilment of the obligations under the agreement or to dissolve the agreement, in the event that:

- consumer does not fulfil or does not fully fulfil his obligations resulting from the agreement.

- after the agreement has been concluded, SynTech learns of circumstances giving good ground to fear that the consumer will not fulfil his obligations. If good ground exists to fear that the consumer will only partially or improperly fulfil his obligations, suspension shall only be allowed in so far the shortcoming justifies such action.

- the consumer was asked to furnish security to guarantee the fulfilment of his obligations resulting from the agreement when the contract was concluded and that this security is not provided or insufficient.

2. SynTech shall furthermore be authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be demanded in all reasonableness.

3. If the agreement is dissolved, SynTech's claims against the consumer shall be forthwith due and payable. If SynTech suspends fulfilment of his obligations, he shall retain his rights under the law and the agreement.

4. SynTech shall always retain the right to claim damages.

Article 13 Collection Charges

1. If the consumer fails to fulfil one or more of his obligations for whatever reason, then all reasonable costs incurred to have all extrajudicial costs and debts paid shall be borne by the consumer. All judicial and non judicial costs shall be borne by the consumer.

2. If SynTech demonstrates that he has incurred higher expenses, which were necessary in reason, said expenses shall also qualify for reimbursement.

3. The reasonable judicial and execution costs possibly incurred shall equally be borne by the consumer.

4. The consumer shall owe interest over the made collection charges.

Article 14 Liability

1. Only if the warranty obligations related to the products delivered by SynTech have not be assumed by third parties, can the consumer assert its (warranty) claims to SynTech, referred to in article 6 of these general terms and conditions. In that case, SynTech's liability is limited to any defects that are the consequence of structural defects. Furthermore, our liability is limited to the amount for which we are insured in this matter.  

2. In the event we become subject to liability as referred to in the previous paragraph, we are entitled to choose the action to be taken:
a.(free) repair of the defects, or

b.delivery of replacing products after reception of the returned faulty products, or
c. refund of the paid purchase price or a credit note of the invoice sent to the consumer, with non-judicial dissolution of the agreement, for the amount of the purchase price, the invoice and the present agreement the delivered products relate to, or
d. another compensation than referred to in the previous paragraphs and under mutual agreement with the consumer. 3. All our warranty obligations shall not apply when the consumer or third parties have introduced changes or tried to introduce changes to the product without explicit consent in writing.

4. Except for possible obligations in consideration of the previous paragraphs, we are never held to pay any form of damages to the consumer and to others, unless the damage is attributable to intentional act or gross negligence from our side (to be judicially proven by whom holds us liable).Additionally, we are not liable for consequential loss or loss of business opportunity, any (in)direct or special loss whatsoever, including profit loss sustained by the consumer, his subordinates and third parties working for the latter and caused by full or partial (re)delivery of the products, overdue or faulty delivery or overdue, or any loss caused by the delivered products. In particular, we are not liable for any damage whatsoever caused by differences between legislation of the country where the products are delivered and/or where the consumer lives and/or where the products are being used and Belgian legislation.

5. Except under the terms of article 6, paragraph 1 of present general terms and conditions, the consumer does not have the right to return products without having filed a well-founded complaint. Should this occur, all costs linked to the return will be at the expense of the consumer. In this case, we shall be at liberty to store the products at the consumer's expense and risk.
 

Article 15 Force majeure

1. Parties shall not be held to fulfil any of their obligations if they are hindered to do so due to a circumstance through no fault of their own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.

2. In addition to the provisions of the law and the judge-made law in this respect, force majeure shall in the present general terms and conditions furthermore be understood to be any external circumstance, be it envisaged or not, on which SynTech cannot have any influence but which prevents user from fulfilling the obligations. Industrial action at SynTech shall also be understood to be a circumstance of force majeure.

3. SynTech shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfilment of the obligation(s) impossible, commences after the point in time on which SynTech should have fulfilled its obligation.

4. Throughout the duration of the circumstances of force majeure, parties shall be entitled to suspend the fulfilment of their obligations. If this period lasts for more than two months, either of the parties shall be entitled to dissolve the agreement without any obligation to pay the opposite party damages.

5. Insofar SynTech has already partially fulfilled his obligations resulting from the agreement at the moment the circumstance of force majeure commenced or shall be able to fulfil them and insofar separate value can be attributed to the part already fulfilled or still to be fulfilled respectively, SynTech shall be entitled to separately invoice the part already fulfilled or still to be fulfilled respectively. The consumer shall be held to pay this invoice as if it were a separate agreement.

 

Article 16 Disputes

1. The Chamber of Commerce of Gent or the justice of the peace court of Gent shall have exclusive jurisdiction to hear actions.

2. Parties shall only refer the matter to the court if they have done their utmost to solve the dispute in mutual consultations.

Article 17 Applicable Law

1. Belgian law shall apply to each and every agreement between SynTech and the consumer. The Vienna Sales Convention shall be explicitly excluded.

 

Article 18 Changes to the Terms and Conditions and their interpretation

1. The Dutch version of these general terms and conditions prevails at all time in case of disputes with regard to the interpretation and purpose of these terms and conditions.

2. The most recently filed version shall always apply, or, the case ensuing, the version valid at the time the agreement was concluded.