TERMS OF SALE
Terms and Conditions of Sale of XML srl/bv (“the Company”)
The website at the URL www.xml-med.com (“e-shop”) is the property of SRL XML, the registered office of which is located at Chaussée d'Alsemberg 999, 1180 Uccle (Belgium), and which is registered with the Crossroads Bank for Enterprises under no. 0882.760.079; VAT BE 0882.760.079, (“the Company”). The Products purchased on the e-shop are sold by the Company (“the Products”).
Article 1: Introduction
The Company’s Terms and Conditions of Sale (“the Terms and Conditions”) apply to all Product orders placed by a customer (“the Customer”) with the Company on the e-shop. Any order for Products by the Customer on the Company’s e-shop therefore implies unqualified acceptance by the Customer of these Terms and Conditions, which shall prevail over all customer terms and conditions of purchase and shall, where applicable, be supplemented by any special terms and conditions set out in any other contractual document, including order confirmations or invoices.
The Company reserves the right to amend or modify the Terms and Conditions at any time. In the event of any modification, the Terms and Conditions in force on the date of the order shall apply.
Failure on the part of the Company to rely on any provision(s) in the Terms and Conditions at a given time shall not constitute a waiver of its right to rely on such provision(s) at a later date.
The Customer shall be required, for any order placed with the Company, to familiarise him/her/itself with, read and accept these Terms and Conditions. This acceptance of the terms and conditions shall be evidenced by the Customer choosing to tick a specific box when finalising the order. The Customer may decide not to place an order if he/she/it cannot fully agree to the Terms and Conditions.
ARTICLE 2: Obligations of the Customer
The Customer declares that he/she is of legal age and legally capable on the date of the order.
The Customer shall provide the Company with complete, accurate, correct and non-misleading information.
ARTICLE 3: Orders
Any order for Products by the Customer shall be made via a customer account created on the e-shop or by providing the necessary information.
To place an order, the Customer shall add the selected products to his/her/its basket and then finalise the Product purchasing procedure using the form provided for this purpose. To do this, the Customer shall provide, among other things, the following information: where the Customer is a consumer: last name, first name, address, delivery address, age, telephone number and e-mail address. Where the Customer is a business: company name, address, delivery address, VAT number, telephone number and e-mail address.
ARTICLE 4: Formation of the Contract
Once the Customer confirms his/her/its order, after having entered the necessary information provided for in Article 3 and having ticked a specific box to accept the Terms and Conditions, the Customer shall be required to pay the full amount due for the order, which may not be modified or cancelled by the Customer without the Company’s agreement.
The Company shall acknowledge receipt of the order by e-mail to the address provided at the time of the order (“the Order Confirmation”). The Order Confirmation details the Products ordered, the total price and a breakdown of the delivery charges.
All orders must be paid in full.
The Company reserves the right to refuse or cancel an order in the following circumstances:
- where the products ordered are no longer available after the order has been confirmed by the Customer;
- in case of fraud or a risk or reasonable suspicion of fraud on the part of the Customer;
- where the website experiences computer malfunctions or attacks;
- where payment is refused in whole or in part;
- where a dispute exists between the Company and the Customer.
The Company shall send an e-mail notifying the Customer of the dispatch of the order.
The Customer agrees that the data entered on the e-shop constitute proof of any transactions carried out between the Company and the Customer.
ARTICLE 5: Price
The price applicable shall be that indicated on the e-shop, in euros, and is inclusive of VAT and other taxes. The price indicated on the e-shop does not include the cost of delivery.
The price indicated in the order confirmation e-mail sent by the Company is the final price which includes the price of the Products, the delivery charges and all taxes.
The Company reserves the right to modify the prices indicated up to the date on which the order is effectively placed by the Customer.
ARTICLE 6: Payment terms
All orders must be paid in full using one of the payment methods chosen by the Customer. The Customer may pay for the order via debit/credit card or any other payment method available on the e-shop.
In the event that payment is not authorised for all or part of the total order amount, for any reason whatsoever, the Company shall be entitled to cancel the order and, where applicable, reimburse any amount already received from the Customer.
Upon confirmation of the order, the Company shall issue an electronic invoice to the Customer.
ARTICLE 7: Delivery
The delivery times for Products indicated on the e-shop, in the order confirmation and order dispatch e-mails, in the invoice, in any other written agreement with the Company or in any communication from the Company are estimated and non-binding. The Company shall use its best efforts to dispatch the order as quickly as possible so that it can be delivered within the time indicated in the order confirmation. The Customer shall promptly inform the Company in the event that delivery is not made within thirty (30) days.
The Company may, at its discretion, choose to substitute the delivery company indicated at the time of order confirmation.
Delivery delays shall not entail cancellation or modification of the order. Failure to adhere to delivery deadlines may not give rise to the awarding of damages, retention or the cancellation of orders in progress.
The Customer shall be responsible for checking, at the time of delivery, whether the Products delivered are the same as the Products ordered or whether the Products delivered are non-compliant, faulty or defective in any way and, where applicable, for informing the Company immediately thereof.
ARTICLE 8: Warranty
The Products shall be covered in accordance with the legal warranty from the date of receipt of the Products by the Customer. It is the Customer’s responsibility to ensure that the Products are properly stored and handled.
Except as expressly provided otherwise, the Company expressly disclaims all other warranties, express or implied.
ARTICLE 9: Liability
The Company shall not be liable to the Customer or any third party for any loss arising from use of the Products or resulting from any negligence or wrongful act on the part of the Customer or any end user. The Customer undertakes to read the product information sheet and instructions for using the Products ordered.
Any visual representation of the products on the e-shop is provided for information purposes only and may be modified by the Company before the order is dispatched. The Customer may not, under any circumstances, rely on a change to the packaging or visual appearance of the products.
Subject to any damage caused by fraud, the Company, its shareholders, bodies, directors, managers, executives, employees or agents shall not be liable to the Customer for losses or damage, including but not limited to direct, indirect, consequential or incidental damage, reputational damage or loss of profits, including for loss of opportunity. The Company’s liability shall be limited, to the extent permitted by law, to the amount paid by the Customer when the order was placed with the Company.
ARTICLE 10: Retention of title
The Company shall retain title to the Products until full payment of all amounts due by the Customer.
By this provision, the Customer unreservedly accepts that the container and contents shall be considered a single product and therefore grants the Company the right to exercise its retention of title over the entire container and contents.
ARTICLE 11: Force majeure
The Company shall not be liable in the event of non-performance or improper performance of the contract due to an act on the part of the Customer, an unforeseeable and unavoidable act by a third party to the contract, or due to a case of force majeure.
The Company shall not therefore be liable for any delay or failure to fulfil any of its obligations under the contract where such delay or failure is the direct or indirect result of a case of force majeure understood in a broader sense than Belgian case law, including but not limited to: delays due to third parties, adverse weather events such as fires, floods, lightning, earthquakes, storms, etc., explosions, wars, revolutions, acts of terrorism, riots, industrial disputes such as blockades, strikes at the premises of the Customer, the Company or the Company’s supplier, lockouts, etc., strikes at delivery companies, postal public services, telecommunications services, operating accidents, default on the part of the company’s suppliers, the rejection of important parts during manufacture, pandemics and acts of public authorities of general or personal scope such as laws, regulations, orders or embargoes.
In the event of force majeure, the Company shall:
- notify the Customer of the constituent elements of the case of force majeure and keep him/her/it fully informed of their continued existence and of any relevant change in circumstances while the case of force majeure persists;
- take all reasonable measures at its disposal to minimise the effects of force majeure on the performance of its obligations.
ARTICLE 12: Severability
In the event that any provision or obligation of the Terms and Conditions is found to be unlawful, invalid, inapplicable or contrary to a binding provision, the validity, binding nature and enforceability of the other provisions of the Terms and Conditions shall not be affected.
In the event that a provision of the Terms and Conditions is found to be partially unlawful, invalid or inapplicable, only the valid part of the provision shall be applied by the parties.
ARTICLE 13: Transfer of rights and obligations
The Company may transfer its rights and obligations under the Terms and Conditions to any other person designated by it. The Customer may not transfer or assign any of his/her/its rights or obligations arising from his/her/its contractual relationship with the Company without the prior written consent of the Company.
ARTICLE 14: Right of withdrawal
In accordance with articles VI.47 to VI.53 of the Belgian Code of Economic Law, for any distance selling contract, the Customer, only where he/she is a consumer, has a right to withdraw from the contract within fourteen (14) calendar days of receipt of the Products ordered, without justification.
In order to exercise the right of withdrawal, the Customer shall be required to notify the Company of his/her decision by e-mail at firstname.lastname@example.org, via a clear statement explaining his/her decision to withdraw from the contract or by using the withdrawal form template available at the following address:
In the event that the Customer uses his/her right of withdrawal, the return costs shall be borne by the Customer.
The Customer shall be required to comply with the Company’s instructions when returning Products. In any event, the Customer shall be required to have returned the products within fourteen (14) calendar days of notifying the Company of his/her intention to make use of the right of withdrawal.
The Company shall refund the Customer the full price paid for the Products (together with delivery charges) within fourteen (14) calendar days of receipt of the returned Products, or the date of dispatch of products returned by Customer.
In accordance with Article VI.53 of the Belgian Code of Economic Law, the Customer shall not have a right of withdrawal in the following cases:
- where the Products are likely to quickly deteriorate or expire;
- in case of sealed Products that have been opened (unsealed) by the Customer after dispatch of the Products, for reasons of health, hygiene and safety.
ARTICLE 15: Applicable law and resolution of disputes
The Terms and Conditions, orders and any agreement between the Company and the Customer are governed by Belgian law.
In the event of any dispute relating to the Terms and Conditions, orders or any agreement between the Company and the Customer, the courts of the district of Brussels (Belgium) shall have exclusive jurisdiction, even in the event of multiple defendants or third-party claims.