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Clause 1. Role of the Intermediary
Refrigo SRL acts solely as an intermediary in the sale of Horeca products. Our platform brings together a selection of reputable suppliers to provide buyers with access to the best products at the best prices. As an intermediary, Refrigo SRL is not the seller of the listed products. We facilitate transactions between suppliers and buyers, without being a party to the final sales contracts established directly between them. Refrigo SRL assumes no responsibility related to the quality of the products, their delivery, or their compliance, as these aspects are the sole responsibility of the suppliers.
SCOPE – PURPOSE OF EQUIPMENT
1.01 Applicability of the General Terms and Conditions: These General Terms and Conditions apply to all orders placed by the buyer with Refrigo SRL, acting as an intermediary for selected supplier products. These conditions govern all our sales contracts, including any ancillary service provision. They prevail over any general or specific purchase conditions of the buyer, except with Refrigo SRL's written acceptance. No deviation from these conditions will be admitted without our written confirmation.
1.02 Purpose of the Equipment: The equipment offered by Refrigo SRL, through its platform, is intended for professional use.
PRICES
2.01 Pricing: The prices of equipment, intermediated by Refrigo SRL, are exclusive of VAT and based on the rate in effect on the day of shipment. The prices charged will be those indicated on the shipping document.
2.02 Excluded Costs: Displayed prices do not include delivery charges, travel expenses, connection costs, necessary or useful modifications to existing installations for the proper functioning of the equipment, or potential training. These additional costs will be billed separately.
2.03 Service Charges: The rates for after-sales service, which include labor, travel, spare parts, and all other inherent costs, will be applied according to the rate in effect on the day of the service.
OFFERS
3.01 Validity of Offers: The offers presented by Refrigo SRL are indicative and subject to the availability of equipment from suppliers. Refrigo SRL acts as an intermediary and is therefore not responsible for changes in prices or availability of products. Prices may be adjusted until the conclusion of the contract between the parties, unless the offer explicitly states a validity period beyond which it will lapse if not unconditionally accepted by the buyer.
ORDERS
4.01 Order Confirmation: An order placed by the buyer is considered "firm" only after its written acceptance by Refrigo SRL. The acceptance of the order by Refrigo SRL marks the conclusion of the contract between the parties.
4.02 Initial Payment: At the time of the order's acceptance, the buyer will make a payment of the total value of the order, taxes included.
4.03 Commitment of the Order: The order irrevocably binds the buyer and cannot be canceled by them, even before its acceptance by Refrigo SRL, except with written consent from Refrigo SRL or if Refrigo SRL does not decide within a reasonable time on the acceptance of the order. A period of 7 business days after Refrigo SRL receives the order is considered reasonable for communicating its acceptance.
4.04 Non-availability of Spare Parts: The buyer cannot claim any compensation in case of non-availability of a spare part.
4.05 Non-execution of the Order by the Buyer: In case of severely faulty non-execution of the order by the buyer, Refrigo SRL may request the resolution of the sales contract at the fault of the buyer, but only after a notice has been issued and remained unanswered for 8 days after sending. The buyer will then be required to pay Refrigo SRL a flat-rate indemnity equal to 30% of the tax-exclusive value of the order. This indemnity may be increased if Refrigo SRL demonstrates that the damage actually suffered is greater.
4.06 Specific Orders: For orders of specific equipment or made at the specific request of the buyer, making these products difficult to resell to a third party, the flat-rate and irrevocable indemnity due to Refrigo SRL will be 85% of the value of the order.
4.07 Cancellation or Serious Fault by Refrigo SRL: In case of cancellation by Refrigo SRL of an accepted order or in case of severely faulty non-execution of it, the buyer may request the resolution of the sales contract at the fault of Refrigo SRL, but only after a notice has been issued and remained unanswered for 8 business days after sending. Refrigo SRL will then be required to pay the buyer an indemnity equal to 10% of the tax-exclusive value of the order, unless equipment with identical functionality can be offered to the buyer at a similar price to replace the canceled or unexecuted order.
DELIVERIES
5.01 Delivery Time: The delivery, whether partial or complete, of equipment via Refrigo SRL depends on the availability of products from usual suppliers. Thus, the delivery time is provided as an indication by Refrigo SRL, unless expressly stated otherwise. Refrigo SRL may postpone initially confirmed delivery dates, make partial deliveries without this giving rise to any right to compensation or cancellation of the order, except in cases of gross negligence or fraud by Refrigo SRL causing the delay.
5.02 Moment of Delivery: The buyer agrees that their order may be delivered in several shipments. The delivery is considered complete when the equipment leaves the supplier's warehouses.
5.03 Delivery Responsibility: The risk of loss transfers to the buyer when the equipment is handed over to the carrier by the supplier. As such, the transportation of the equipment is the responsibility of the buyer. Refrigo SRL, acting as an intermediary, is not responsible for the loss of parcels during transport or at any other time after handover to the carrier. All costs associated with deliveries are borne by the buyer.
5.04 Unloading: The unloading location is presumed to be the ground floor of the address indicated on the order form. In case of inaccessibility or difficulty of access, unloading will take place at the main entrance, and all additional handling, rental, or transportation costs will be borne by the buyer.
5.05 Delivery Conformity: The equipment is deemed compliant when it leaves the supplier's warehouses. If delivery is carried out by a carrier, the buyer must inspect the equipment upon receipt. If any damage is observed, it must be explicitly noted on the delivery slip, and Refrigo SRL must be immediately informed.
TRANSPORT AND TAXES
6.01 Equipment Packaging: All our equipment is provided with packaging compliant with road freight (by truck). Any specific packaging required by the product typology or necessary for its transport will be billed separately.
6.02 Transport Costs: Transport costs are borne by the buyer, our sale conditions being "Ex Works" (from our warehouses in Brussels). All taxes, customs duties, and other costs, as well as transport insurance fees, are also the responsibility of the buyer.
REFUSAL OR RETURN OF EQUIPMENT
7.01 Prior Agreement for Return: Any return of equipment must be subject to a prior written agreement from Refrigo SRL. No return without this authorization will be accepted.
7.02 Packaging of Returns: No return of equipment will be considered if the equipment is no longer in its original packaging, including protective film, cardboard, straps, etc.
7.03 Return Costs: Any authorized return of equipment will incur additional costs to be borne by the buyer, unless the return is necessary due to a fault by Refrigo SRL. In this case, the credited value of the equipment will be reduced by 30% to cover administrative and logistical costs.
7.04 Workshop Repairs: Repairs are billed according to the current rate of Refrigo SRL. The owner is required to retrieve the repaired equipment as soon as Refrigo SRL communicates it. If no follow-up is given, a notice by registered mail will be sent, leaving 30 days to do so. After this period, Refrigo SRL may demand payment for the repair and dispose of the equipment at its discretion, without the owner being able to claim any compensation for non-recovery.
PAYMENT AND CLAIM
8.01 Payment Conditions: Unless previously agreed in writing by Refrigo SRL, invoices are payable immediately upon receipt without discount for early payment.
8.02 Installment Payments: If installment payments are authorized by Refrigo SRL, failure to pay at one of the agreed installments immediately makes the remaining balance due for all ongoing transactions between the same parties.
8.03 Late Payment Interest: Any amount not paid when due will automatically accrue interest at the legal rate provided by the law of August 2, 2002, concerning the fight against payment delays in commercial transactions, increased by 2% per year.
8.04 Flat-Rate Indemnity for Non-Payment: In case of non-payment when due, invoices will be automatically increased by a flat-rate indemnity of 15% as conventional damages, with a minimum of sixty-five (65) EUR, in addition to late payment interest. Non-payment when due also leads to the immediate suspension of deliveries and any after-sales service interventions.
8.05 Transaction Fees: All fees related to payments or collections are borne by the buyer.
8.06 Claims for Non-Conformity: Any claim related to a defect in conformity or an apparent defect must be notified in writing and by registered mail to Refrigo SRL within a maximum of eight (8) days following the delivery date concerned. Reservations or disputes raised by the buyer regarding the invoice do not justify delaying the payment of the invoice or, at least, its undisputedly due amount.
8.07 Hidden Defects: Any denunciation of a hidden defect in the delivered equipment must be notified to Refrigo SRL within 15 days of the discovery of the defect by the buyer or from the moment they could reasonably have discovered it. Any legal action related to hidden defects must be initiated within 60 days from the discovery of the defects by the buyer, from the moment they could reasonably have discovered them, or from the day negotiations for an amicable arrangement failed.
RESERVE OF OWNERSHIP
9.01 Ownership Conditions: The equipment sold remains the property of the supplier until full payment of their price. Before this full payment, the buyer is not authorized to resell, transfer the use, enjoyment, or pledge the equipment without the prior written agreement of the supplier. The buyer commits to immediately inform Refrigo SRL and the supplier in case of seizure of these products by a third party or if the sold and unpaid products are located in premises rented by the buyer.
9.02 Exercise of Ownership Rights: In case of non-payment, the supplier is entitled, even in the case of resale of the equipment, to exercise their ownership rights through amicable or judicial means. In accordance with legal provisions, the supplier may: (a) take back possession of the stored equipment by the buyer, who agrees to reimburse all related costs incurred, (b) subrogate in the buyer's rights towards the end user and apply their ownership right on the claim held by the buyer against the end user, or (c) seize any sum from the buyer's accounts up to the amounts owed.
GUARANTEES AND LIABILITIES
10.01 Warranty Period: The warranty period for new equipment is twelve (12) months, and six (6) months for used or downgraded equipment, counting from the date indicated on the sales invoice. This period may be reduced if the original manufacturer's warranty is less than one year.
10.02 Warranty Coverage: The warranty is limited to the replacement of defective parts, excluding normal wear parts such as seals, filters, lamps, glass, refrigerant gas, thermocouples, or other elements considered consumables.
10.03 Warranty Exclusions: The warranty does not cover interventions necessitated, even partially, by malfunctions of the equipment resulting from an external cause to the equipment itself or its installation when it was done by or under the responsibility of Refrigo SRL, such as the presence of scale, muddy water, ferruginous water, misuse, electrical short-circuit, training, overvoltage, inadequate electrical or gas supply, or the use of spare parts other than the original parts supplied by Refrigo SRL. It also excludes issues related to an installation or use not conforming to the technical documentation.
10.04 Maintenance and Cleaning: Malfunctions caused by a lack of maintenance or incorrect maintenance are not covered by the warranty. To benefit from the warranty, the buyer must provide invoices proving that the maintenance and servicing of the faulty equipment were carried out, if it should be, in accordance with technical prescriptions. Similarly, a lack of regular and appropriate cleaning according to the user manual provided with the equipment and, generally, by any fact or circumstance foreign to Refrigo SRL or the manufacturers for which it should respond also voids the warranty.
10.05 Transport Damage: Damages incurred during transport are also excluded from the warranty.
10.06 Return of Spare Parts: Spare parts replaced under the warranty must be returned to Refrigo SRL (postage paid) within 30 days of replacement, accompanied by the specified form, so that Refrigo SRL can in turn benefit from the manufacturer's warranty. After this period, they will be systematically invoiced and due.
FORCE MAJEURE
11.01 Definition and Impact: The occurrence of events of force majeure or acts of sovereign power, such as production, transport, or delivery interruptions, strikes, lock-outs, embargoes, armed conflicts, terrorist acts or their consequences, shortage of raw materials, epidemics, severe weather conditions, or any other similar event affecting Refrigo SRL or its suppliers and making the execution of their respective obligations impossible or delayed, suspends the execution of their contractual obligations. Refrigo SRL will inform the other party of the occurrence and end of such events. No compensation may be claimed by the parties for these suspensions.
11.02 Renegotiation and Termination: If the force majeure persists for more than 60 days, the parties will endeavor to renegotiate the execution of the contract. In case of failure of negotiations, each party will have the right to terminate the contract by written notification.
PRIVACY PROTECTION
12.01 Processing of Personal Data: Refrigo SRL processes the personal data of buyers for the purpose of executing the contract, managing the customer base, promoting its products and services, and conducting personalized marketing campaigns, including via email. The processing complies with the General Data Protection Regulation (GDPR).
12.02 Buyer's Rights: At any time, the buyer may exercise their right to access, control, correct, and delete their personal data in accordance with the GDPR and privacy protection legislation.
INTERPRETATION
13.01 Reference Language: In case of a dispute concerning the interpretation of these general terms and conditions, the French text shall prevail.
APPLICABLE LAW AND COMPETENT COURTS
14.01 Applicable Law: Any dispute relating to these general terms and conditions will be governed by Belgian law.
14.02 Competent Jurisdiction: The courts of Brussels will have exclusive jurisdiction to judge any dispute.