GENERAL TERMS AND CONDITIONS

Companies (Edit 30.10.2019)

Article 1 – General

Unless otherwise agreed in writing, the present general terms and conditions apply to every offer, every price quotation and every agreement between NV ORAC (Biekorfstraat 32, 8400 Ostend, KBO 0407.323.091 – hereinafter “Orac”) and its client (hereinafter the “Client”) and to all invoices from Orac, regardless of whether the domicile of the Client is in Belgium or abroad, and regardless of whether the delivery must be made in Belgium or abroad. The placing of an order means that the Client understands the present terms and conditions, takes note of them, accepts them without reservation and is bound by them. Any general terms and conditions of the Client only apply if these have been accepted expressly and in writing by Orac. In the event of conflict between general terms and conditions accepted in this manner and the current general terms and conditions of Orac, the latter shall prevail.

Article 2 – Price quotations

Price quotations always state the net price and always rely on information previously communicated. The prices quoted and the quantities are based on data and information provided by the Client to Orac. If particular details which are provided by the Client and which are important for the setting of the price and quantities, do not appear to be realistic, Orac is entitled i) to make an appropriate amendment to the agreed prices and quantities or, at its option, ii) to cancel the agreement at the expense of the Client if the implementation of the modified order appears to be impossible.

Unless otherwise agreed expressly and in writing, price quotations shall be valid for a period of one month from the date when they are notified, after which they shall expire automatically and irrevocably. If all or part of the costs that influence the price rise due to circumstances beyond the control of Orac, then Orac is entitled, by means of a simple notification, to charge the Client a proportionate price increase.

Article 3 – Orders

The communication of prices, rates, delivery terms and conditions of sale does not constitute an obligation on the part of Orac, unless these have been expressly confirmed in writing by Orac.

The cancellation by the Client of an order accepted by Orac can only occur with the prior written permission of Orac. In the event of cancellation of an order, Orac has a right to charge an amount equal 25% of the agreed price in compensation for the damage and costs that the cancellation entails, without prejudice to Orac’s right to prove and claim greater damages, provided that such proof can be supplied.

Changes by the Client to an order accepted by Orac - such as but not limited to, postponing delivery at the request of the Client – can only be made with the prior written permission of Orac. Orac can make its permission dependent on changes in conditions, such as prices, delivery times or the charging of a payment in advance.

Article 4 – Delivery period

Unless explicitly stipulated otherwise in writing, the delivery periods stated by Orac are not binding and are only indicative. The expected delivery date is determined on the basis of the workload of Orac at the date when the delivery period is stated, and as a function of the delivery periods for components and materials. The stated delivery periods will be respected as much as possible. If Orac cannot meet the specified delivery date, it will notify the Client accordingly. Exceeding the delivery period cannot give rise to any liability of the part of Orac, nor can this constitute a reason for the termination of the agreement.

The Client must provide Orac with all information and take all necessary measures to ensure that Orac is able to execute the agreement within the specified delivery periods. If the Client fails to do this, it automatically implies that the proposed delivery period will be extended. Changes in the order – only if accepted in writing by Orac – automatically mean that the proposed delivery period will be extended by an indefinite time. Exceeding the agreed payment periods shall automatically suspend the execution of delivery and such periods will be automatically added onto the delivery period.

Article 5 - Delivery – risk for the goods purchased

Unless explicitly agreed in otherwise in writing, the goods will be purchased and accepted at Orac in Ostend (FCA Free Carrier Incoterms 2012).

If for whatever reason the goods are not collected by the Client on the delivery date, Orac has the right to store the goods for the account of, and at the expense and risk of the Client (including fire risk). In such cases, the Client may be charged a storage fee of €10.00 per m². Orac is only obliged to stock the goods ordered for one month after the agreed delivery date, after which time it has the irrevocable right to terminate the agreement for the goods not collected and at the expense of the Client.

Article 6 – Cancellation

If the Client refuses to take delivery of the goods purchased, or if the Client fails (after being given notice, where necessary) to fulfil his commitments towards Orac, then Orac, in addition to other legal remedies, may opt for the cancellation of the entire agreement or a part thereof, subject to compensation or subject to compulsory execution thereof.

If the confidence of Orac in the creditworthiness of the Client has been shaken through legal measures taken against the Client and/or other demonstrable events, which call into question or render impossible confidence in the proper fulfilment of obligations made by the Client, Orac retains the right, even if the goods have already been dispatched wholly or in part, to suspend the whole or part of the order and to demand adequate guarantees from the Client. If the Client refuses to comply with this, Orac reserves the right to annul the whole order or part of it. All the foregoing applies without prejudice to the rights of Orac to receive compensation and interest, and to the other remedies based on the present terms and conditions, or in accordance with the law.

Any cancellation of the agreement may occur by operation of the law and without prior notice of default or other legal intervention, after notification by registered mail from Orac. The client is hereby obliged to compensate Orac for all losses suffered, including lost profit, administration costs, personnel costs, costs for raw material, storage, etc. On a flat rate basis, such damages amount to at least 25% of the agreed price, without prejudice to the right of Orac to prove and claim greater damages, provided that such proof can be supplied. In addition, Orac will have the right to suspend in whole or in part the further implementation of both the agreement concerned and other current agreements with the Client.

Article 7 – Payment terms for invoices – overdue payment

The order will be invoiced at the prices and subject to the conditions as stated in the order confirmation and/or the contract, the agreed price list or the delivery conditions. Unless otherwise agreed in writing, Orac’s invoices are payable not later than 30 days from the invoice date. Any dispute concerning an invoice must be notified in writing to Orac within five working days of receipt of such invoice.

In the event of non-payment by the due date, outstanding invoices will be automatically, and without prior notice of default, subject to delay interest of 12% per year. Moreover, in the event of the total or partial non-payment of the debt by the due date without any valid reason, after a notice of default, the balance of the debt will be increased by a flat rate compensation of 10% of the invoiced amount, subject to a minimum of 75 EURO and a maximum of the invoice amount, even after the award of a period of grace, and without prejudice to Orac’s right to claim a higher compensation subject to proof of higher actual damage suffered.

In addition, without prejudice to the right to reimbursement of legal costs, Orac is entitled to reasonable compensation by the Client for all relevant costs of collection incurred as a result of such non-payment. In the event of non-payment by the due date of a single invoice (i) Orac is also entitled, without any prior notice of default or compensation demand, to suspend any other orders of the Client until the entire payment of such invoice; and (ii) all other payment claims from the Client that are not yet due shall become automatically payable immediately, and without prior notice of default.

Article 8 – Liability of Orac

Unless otherwise explicitly stipulated in writing, Orac will never guarantee a particular outcome. Complaints regarding visible defects must be reported to Orac in writing immediately, and at latest within 2 working days after delivery.

Complaints about hidden defects are only admissible if they are made by registered letter within a period of five working days after they have been discovered, and at latest 6 months after the date of sale of the goods. Subsequently, any right to repair or replacement or to any other warranty expires. Complaints must be submitted with sufficient evidence to substantiate the claim, including but not limited to photos, a description of the problem, reporting of defects and samples of the rejected goods. The Client must prove the alleged error, the resultant damage and the causal link.

Products cannot be rejected or refused if they show no changes compared with the approved reference samples with regard to size, finish and general quality.

In the event of non-compliant delivery or in the case of an admissible and well-founded complaint about hidden defects, Orac's liability, at Orac's option, is limited to the replacement of the goods or to the refund of the price the customer has paid for the goods in question. In such cases, Orac is not liable for any compensation, nor can any other sanction be imposed. Any claims to any warranty expire in the event of:

incorrect use of the products supplied by Orac;
defects due to incorrect inventions by the Client or third parties;
late reporting of defects in accordance with the provisions of the present general terms and conditions;
minor dimensional deviations

No complaint can, in any case, relieve the Client from his obligation to pay the amounts of the invoices on the agreed date. Moreover, a complaint, even if justified, does not authorise the Client to refuse the fulfilment of the agreement with regard to goods that are not subject to the complaint.

Under no circumstances can Orac be held liable for any amount that would exceed the invoice amount for the order(s) concerned.

In no case can Orac be held liable for indirect and unforeseeable damages, such as loss of profit, economic damage, damage to reputation, etc.

Article 9 – Force majeure

The liability of Orac cannot be invoked if failure to comply with its obligations is due to any form of force majeure, such as war, unrest, partial or general strike, partial or general lockout, infectious diseases, operational accidents, fire, machine breakdown, bankruptcy of suppliers, lack of raw materials, discontinuation in the delivery of raw materials, government decisions or interventions (including the refusal or annulment of a permit or license), the departure of the United Kingdom from the European Union (Brexit) and its effects, fuel shortages, etc. Orac is not obliged to prove the non-imputable or unforeseeable nature of the circumstances that constitute force majeure. In any event, force majeure does not entitle the Client to cancel the agreement, unless the situation of force majeure continues for three consecutive months.

If unforeseen circumstances should arise, other than those listed in the previous paragraph, that cannot be prevented by Orac or the Client, and which affect the economic basis of the agreement to the disadvantage of either of the parties concerned, such as for example, and not limited to the possible departure of the United Kingdom from the European Union (Brexit) and its consequences, the parties must jointly agree any required adjustments to the agreement.

Article 10 – Rights of ownership to the purchased goods – obligations of the Client

The goods purchased remain the property of Orac until the point of full payment of their price, including interest and costs.

The Client undertakes not to sell the goods, to process them, pledge or dispose of them as long as they remain the property of Orac.

The Client shall notify Orac without delay of any seizure, theft, or other circumstances that may infringe Orac’s rights of property in the goods.

If on the due date payment has not been made in full, the Client is obliged, on first request, to return the goods to Orac.

Article 11 – Confidentiality

The Client is obliged to keep secret all information of which it becomes aware within the framework of the agreement between the parties concerning Orac’s business and/or goods, in whatever form (documents, oral or written information, etc.), including inter alia knowhow, technical data, drawings, documentation, manuals, formulae, commercial information, etc. and not to disseminate them, and to demand the same from staff members and/or third parties involved in the implementation of the agreement.

If a confidentiality agreement has been concluded between the Client and Orac, such confidentiality agreement shall continue to apply, unless it is expressly determined otherwise in writing.

Article 12 – Liability

Orac (including its officers, representatives and/or employees) is only liable for damage caused by non-compliance with its contractual obligations if and insofar as such damage is caused by fraud, deceit, serious or intentional error. In the event that Orac is held liable for any damage, then the liability of Orac is always limited to a maximum of the invoice value of the order by the Client, or in any case to that part of the order to which the liability refers. If the damage is covered by insurance, the liability of Orac is in any case always limited to the amount actually paid out by its insurer. Orac is never liable for indirect damage, including but not limited to consequential damage, loss of profit, failed opportunities to make savings, limitations in production, administration or personnel costs, any increase in general costs, loss of clientele, claims from third parties or damage to third parties. The Client bears sole responsibility for the use that he makes of the goods.

The Client accepts expressly that Orac is not liable and that the Client does not have the right to cancel the agreement, or to refuse the delivery and/or payment, or the right to any form of compensation for damages or reimbursement in the event of (i) slight differences in the colour or slight differences in the dimensions of the goods, insofar as these cannot be prevented from a technical point of view or are generally accepted or are specific to the materials used, (ii) inaccuracies in the measurements made by the Client, (iii) inaccuracies in the works carried out by the Client, (iv) inaccuracies in the constructions and working methods required by the Client, (v) defects in the goods or items of property onto which they are being assembled, (vi) defects in materials or tools made available by the Client, and (vii) inaccuracies in the information provided by or on behalf of the Client.

To the extent that Orac, in fulfilling its obligations, depends on the co-operation, services or deliveries of third parties, it cannot be held liable for any damage resulting from errors on their part, including fraud, deceit or serious and/or intentional error.

Any claim for compensation by the Client against Orac will lapse by operation of the law if it has not been brought before the competent court within a period of 1 year after the facts on which the claim is based were known to the Client, or could reasonably have been known.

Article 13 – Miscellaneous

All agreements between Orac and the Client form part of one overall contractual relationship. If the Client does not fulfil his obligations under one particular agreement, Orac can suspend the further execution of both the agreement concerned and other current agreements.

Orac has the right to annul the agreement with the Client at any time, with immediate effect and without judicial authorisation, without prior notice of default and without payment of any compensation, in the following cases: (i) if the Client fails to meet the (timely) fulfilment of one or more obligations arising from the agreement; (ii) in the event of a suspension of payment or (an application for) bankruptcy or for any reorganisation under Book XX of the Code of Economic Law by the Client; (iii) in the event of liquidation or termination of the Client’s activities; or (iv) if an attachment is levied on (a part of) the Client’s assets. In the event of such annulment, all claims by Orac against the Client become immediately due and the Client owes to Orac a fixed rate compensation amounting to 10% of the value of the goods ordered, without prejudice to Orac’s right to claim higher compensation subject to proof of higher damage actually suffered.

If a (part of a) provision of the present general terms and conditions of sale is invalid or unenforceable, this will not affect the validity and enforceability of the other provisions of the said general terms and conditions of sale. In such cases, Orac and the Client will negotiate in good faith and replace the invalid or unenforceable provision with a legally valid and enforceable provision that is as close as possible to the purpose and scope of the original provision. Where appropriate, the parties confirm that the court ha power to modify the clause in question to the maximum that is permitted within the relevant legal limits.

Article 14 – Applicable law – competent Court

All disputes between Orac and the Client are subject to the exclusive competence of the Courts competent for the registered office of Orac in Ostend.

This agreement is exclusively governed by Belgian law to the exclusion of the Convention of 11 April 1980 concerning the international purchase and sale of moveable tangible property.

Companies - Webshop

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Article 1 – Basic conditions

The general terms and conditions apply to all agreements between NV ORAC (Biekorfstraat 32, 8400 Ostend, Belgium, KBO 0407.323.091) (hereinafter referred to as the "Supplier") and the Client (hereinafter referred to as the ”Client”) that are entered into via the website www.oracdecor.com (hereinafter the ”Website”). Unless otherwise agreed, the applicability of the Client’s own general terms and conditions is explicitly excluded.

The Client who wishes to use the Supplier’s webshop, declares that he is resident for business purposes in the European Customs Union and also declares by his order through the Website that he is explicitly operating in his capacity as a business. If the Client is a consumer, the provisions of section B apply.

Article 2 – Subject of the agreement

The subject of the agreement is the sale of goods by the Supplier via the Website. The details, in particular the essential characteristics of the goods, can be found in the item descriptions and in the additional data in the Supplier’s online shop on the Website.

The offer remains valid while supplies last and can be changed at any time. Images are intended to be illustrative and may contain elements that are not included in the price, or that differ from the product. In order to avoid any misunderstanding, the Client is requested always to contact the Client’s Customer Service in advance in the event of questions. The Supplier is in no way liable for any material errors, typographical or printing errors.

Article 3 – Entry into the agreement

Prior to the use of the Supplier’s webshop, a registration by the Client is always required. To this end, the Client must enter his personal details, a username and a password. During the entire registration process, the Client has the option of changing the data entered or of cancelling the registration (also via the "back" function of the internet browser). After sending the registration via the "Create Account" button, the Client will receive an automatic email in which he is asked to verify his email address. Within the framework of the registration, a buyer account is opened under the email address provided by the Client and the chosen password.

After registration, the Client can place an order through the Website by following the steps as indicated in the webshop on the Website.

For this purpose, the Client must select the goods that he wants to purchase by placing them in the "shopping cart". Using the relevant button on the navigation bar, the Client can call up the shopping cart and make changes to it at any time. After calling up the shopping cart and entering the personal details, method of payment and shipping, all the details of the order are once again displayed on the summary page of the order. Before submitting the order, the Client has the option of checking all the data again at this point, changing it (via the “back” function of the internet browser or via the pencil icon on the summary page for the shipping address and method), or of cancelling the order.

Enquiries from the Client that are submitted in writing to the Supplier or by telephone, fax or email are not binding. The Supplier will then submit a binding quotation to the Client in text form (e.g. by email), that contains all the details of the agreement, as well as the general terms and conditions. Unless explicitly agreed otherwise, price offers are valid for a period of one month from the date on which they are communicated, after which they will expire irrevocably and automatically.

The processing of the booking and the provision of all information required in connection with the conclusion of the agreement takes place (partly automatically) by email. The Client must therefore ensure that the email address provided to the Supplier is correct, that the receiving of emails is guaranteed from a techncical point of view and that in particular this is not prevented by a spam filter.

After the goods are ordered, the Supplier will prepare an invoice and send it to the Client. Unless otherwise agreed in writing, the Orac invoices are payable no later than 30 days after the invoice date. Any dispute regarding the invoice must be notified to Orac in writing within five working days of receipt of the invoice.

In the case of cash payment, the order will only be prepared for delivery after receipt of payment. The Client will subsequently be informed of the time for delivery.

In the event of cancellation of the orders by the Client before invoicing by the Supplier, the Supplier may charge a flat rate of 25% of the order price for administrative costs and follow-up activities.

The Supplier reserves the right to reject orders in the following cases: (i) in the event of a serious suspicion of legal abuse or bad faith by the Client; (ii) when the stock is exhausted or when an item is no longer available; (iii) in the event of an offer containing errors, or (iv) in the event of force majeure.

Article 4 – Prices

All prices are exclusive of VAT. Additional delivery, reservation or other administrative costs are stated separately per item, or in communicatons with the Client and, unless explicitly stated otherwise, will be charged to the Client separately.

Article 5 – Rules for the use of the Supplier’s online shop

(1) The Supplier provides the Client with a limited, revocable non-exclusive and non-transferable right to use the webshop for the purchase of products. The Supplier has the right to restrict or block the Client’s access to the Supplier’s online shop at any time, without giving any reason and without prior notice.

(2) The Client is himself responsible for protecting his Client account against misuse and must take the necessary measures in order to protect his data. In particular, he must protect his login details against access by third parties. As soon as the Client becomes aware that third parties have unauthorised access to his login details or have gained unauthorised access to the Supplier’s online shop, he must immediately inform the Supplier thereof without delay.

(3) In the event of any breach of paragraph 2, the Client expressly indemnifies the Supplier against all claims made by third parties in this regard. This also applies to the costs of legal representation which may be required in this context, including all costs for litigation or attorneys.

Article 6 – Delivery

Deliveries are basically in accordance with FCA Free Carrier Incoterms 2012.

The delivery terms and conditions, the delivery period and any delivery restrictions that may exist can be found via the button designated for the purpose on the Website or in the relevant article description. If necessary, a different delivery method may be indicated by the the Client via the Website. If delivery times are stated, these times are only indicative and not binding. In the event that the delivery date needs to be changed, the Supplier will contact the Client immediately to propose a new date.

The Supplier and/or the carrier is entitled to deliver the goods at the agreed place at the agreed time to the person who presents himself for their reception, without the need for specific verifications. The person who receives the goods at that time is deemed to represent the Client. In the event that a re-presentation of the goods is required for reasons attributable to the Client, the Supplier may charge to the Client for any resulting costs incurred.

If the Client opts to collect the goods on the delivery date and, for whatever reason, fails to do so, Orac has the right to store the goods for the account of, and at the cost and risk of the Client (including fire risk). In that case, the Client may be charged a storage fee of € 10.00 per m² . Orac is only obliged to stock the goods ordered for one month after the agreed delivery date, after which time it has the irrevocable right to cancel the agreement for the non-collected goods at the expense of the Client, with the possibility of claiming compensation.

Article 7 – Payment delay

If the Client, for whatever reason, fails to pay all or part of a due payment, he will, automatically and without notice, be charged interest of 12% per annum from the date of such breach. Moreover, in case of total or partial non-payment of a debt by the due date without any valid reason, the balance of the debt, after notice of default, will be increased by a flat rate of 10% of the invoice amount, with a minimum of 75 EURO and a maximum of the invoice amount, even after granting periods of grace and without prejudice to the right of the Supplier to claim higher compensation on proof of greater actual damage suffered.

Article 8 – Complaints

Upon delivery, the Client must immediately check the goods for completeness, visible defects and transport damage. Any visible damage and/or shortcomings in the quality of the goods or any other shortcomings in the delivery must be reported to the Supplier immediately in writing, and at latest after two working days, on pain of forfeiting all rights.

If a sample has been purchased previously, the Client must, immediately on receipt, check the goods for conformity with the sample. In the event of a non-compliant delivery, the Client must notify the Supplier of this in writing immedately, and at latest within two working days, on pain of forfeiting any rights.

Article 9 – Reservation regarding [the Supplier’s] own correct and timely provision [with the goods]

If, for any reason, a product ordered by the Client is not available or no longer available, the Client will be be immediately informed of its unavailability, and in the event of withdrawal of the order, all payments already made will be refunded without delay. The Supplier cannot be held liable for this by the Client.

Article 10 – Retention of title

Until full payment of the purchase price, the goods ordered by the Client remain the exclusive property of the Supplier.

In addition, the following applies:

a) The Supplier remains the sole owner of the goods until all claims from the current business relationship have been fully settled. Before the ownership of the goods has been transferred, no pledging or transfer of ownership as security by the Client is permitted.

b) The Client may sell on the goods in the normal course of business. However, in that case, he will transfer to the Supplier as of now all claims up to the invoice amount generated through such resale. If the Client does not properly fulfil his payment obligations, the Supplier expressly reserves the right to collect this debt itself.

c) If goods are joined together or mixed [with other goods] , the Supplier becomes the co-owner of the new product in proportion to the invoice value of the goods, compared with the other goods processed at the time of processing.

Article 11 – Warranty

Except for the exceptional circumstances below, the items ordered are only covered by the legal warranty.

Warranty is only granted for defects in the products that already existed when the goods were delivered.

Products cannot be rejected or refused if they show no changes compared with the approved reference samples with regard to size, finish and general quality.

In the event of a proven hidden defect, the Supplier undertakes to replace the defective item (or component) thereof free of charge, to repair it or to repay the price that the Client had paid for the goods concerned, at the option of the Supplier, and subject to the reimbursement of any transport costs

A manufacturer’s commercial warranty applies to some goods. For more information about this, the Client can contact the Supplier’s Customer Service department. Any commercial guarantee does not affect the legal rights.

In order to invoke a warranty, the Client must be able to submit the invoice and proof of payment. The warranty is not transferable.

The (commercial and/or legal) warranty is never applicable to defects arising as the result of accidents, deterioration of condition due to negligence, falls, use of the item contrary to the purpose for which is was designed, non-compliance with the user instructions or manual, modifications or changes to the goods, rough usage, incorrect assembly, poor maintenance, abnormal, commercial or incorrect use.

Except in the case of mandatory legal provisions, the Supplier is not liable for any damage (direct or indirect) caused by the goods delivered. Nor does the warranty apply in the event of any intervention by a third party not designated by the Supplier.

Article 12 – Liability

The Client uses the Website and the webshop at his own liability. The Client is himself responsible for the management of his login and password, which are strictly linked to his person.

The Supplier (including its officers, representatives and/or employees) is only liable for damage caused by the defectiveness of the goods delivered by it or for damage caused by the non-compliance with its contractual obligations, if and insofar as that damage is caused by fraud, deception, serious or intentional error [by the Supplier]. If the Supplier is held liable for any damage, then the liability of the Supplier is always limited to the invoce value of the order from the Client, or at least to that part of the order to which the liability relates. If the damage is covered by insurance, the liabiity of the Supplier is, in any case, always limited to the amount that is actually paid out by its insurer. The Supplier is never liable for indirect damage, including but not limited to, consequential damage, lost profit, lost savings, production limitations, administration or personnel costs, an increase in general costs, loss of clients, claims by third parties or damage to third parties. The Client is solely responsible for the use he makes of the goods.

For data communication via the Internet, it cannot be guaranteed with the current state of technology that this will be available flawlessly and/or at all times. In this respect, the Supplier and the Client are not liable for continuous or uninterrupted availability of the Website and the services offered on it.

The Supplier and the Client are not liable for any damage suffered by the Client as a result of the spread of a virus via the Website.

The liability of the Supplier cannot be invoked if the total or partial non-compliance with its obligations is due to circumstances beyond its control, even if such circumstances were already forseeable at the time the agreement was concluded, such as war, extreme weather conditions, riots, general or partial strikes, general or partial lockouts, infectious diseases, operating accidents, fire, machine breakdown, bankruptcy of suppliers, lack of raw materials, depletion of stocks, delays or failures in delivery by the suppliers of the Supplier, flooding, high absenteeism, problems with electronics, IT, internet or telecommunications, government decisions or interventions (including the refusal or annulment of a permit or licence), the departure of the United Kindgom from the European Union (Brexit) and its effects, fuel shortages, etc. The Supplier is not obliged to prove the non-imputable or unforseeable nature of the circumstances that constitute force majeure.

If unforseen circumstances should arise, other than those listed in the previous paragraph, that cannot be prevented by the Supplier or the Client, and which affect the economic basis of the agreement to the disadvantage of either of the parties concerned, such as for example, and not limited to the possible departure of the United Kingdom from the European Union (Brexit) and its consequences, the parties must jointly agree any required adjustments to the agreement.

Article 13 – Privacy and Client data

When the Client’s data is filled in via the Website, personal data within the meaning of the General Data Protection Regulation may be transferred. Data concerning the Client and the Client’s activities and purchases on the Website will be made available to the Client.

Any personal data provided by the Client will be processed by the Supplier and/or the Client with the aim of: implementing the agreement between the Client and the Supplier, including the invoicing and delivery of the products requested by the person concerned.

The Client may request further information regarding the processing of data. In addition, and to the extent that the data contains data relating to an identifiable individual, the said individual, subject to the restrictions under the applicable law, has the right to request information about the processing of such data by the Supplier, to access this data and to ask the Supplier to correct, complete, update, block or delete data relating to him or her that is incorrect, incomplete, confusing or outdated. Such individual also has the right to object on a legitimate basis to the processing of data relating to him or her (in particular if he or she is entitled to do so under the applicable data protection legislation).

If the Supplier processes personal data, this will be done in accordance with the Privacy Policy that the Client can find on the Supplier’s website (www.oracdecor.com) or the Client can obtain a copy thereof by sending a simple written request to the Supplier.

Article 14 – Period of limitation

All claims against the Supplier, for whatever reason, expire 6 months from delivery. This period cannot be suspended and can only be interrupted by legal action.

Article 15 – Change in terms and conditions

The current terms and conditions may always change. Every purchase/reservation after such change implies an acceptance by the Client of the new conditions. The conditions may be supplemented by other conditions if this is explicitly referred to, and by the conditions stated on the back of the invoice. In the event of conflict, the current conditions prevail.

If a (part of a) provision of the present general terms and conditions of sale is invalid or unenforceable, this will not affect the validity and enforceability of the other provisions of the said general terms and conditions of sale. In such cases, Orac and the Client will negotiate in good faith and replace the invalid or unenforceable provision with a legally valid and enforceable provision that is as close as possible to the purpose and scope of the original provision. Where appropriate, the parties confirm that the court has power to modify the clause in question to the maximum that is permitted within the relevant legal limits.

Article 16 – Choice of law and competent Court

Belgian law applies, with the express exclusion of the Vienna Sales Convention of 11 April 1980.

In the event of disputes, the only courts authorised are those competent for the registered office of the Supplier.

Article 17 – Contact with Customer Service

The Customer Service of the Supplier can be reached via telephone number +32 59 80 32 52 (from Monday to Friday from 8:00 am to 4:30 pm) or via [email protected]

Consumers - Webshop

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Article 1 – Identification of the Supplier and qualification as a consumer

The “Supplier” of the articles in this webshop is NV ORAC (Biekorfstraat 32, 8400 Ostend, Belgium, KBO 0407.323.091). The “Client” who wishes to use the Supplier’s webshop declares explicitly by placing his order via the website www.oracdecor.com (hereinafter: the “Website”) that he is acting in his capacity as a consumer, i.e. not in the capacity of a trader or for any professional use.

Article 2 – Applicability of the general terms and conditions

These general terms and conditions for sales and offers via the Supplier’s webshop at the time of the order by the Client (hereinafter: the "Conditions") apply to online offers and sales of articles from the Supplier’s range to consumers via the Website. The Supplier agrees to sell online to clients domiciled within the territory of the European Customs Union. For agreements currently running, those Conditions shall continue to be valid, which were applicable at the time of the sale. Since the present Conditions may change from time to time in accordance with Article 12 of the present Conditions, you are expected to check which Conditions apply prior to each sale.

Article 3 - Prices

All prices are inclusive of VAT. Additional delivery costs or other adminsitrative costs are stated separately for each item or through communcation with the Client.

Article 4 - Offer

An offer is valid while supplies last and could be changed at any time. The description of the product is in accordance with the applicable legislation. Images are intended to be illustrative and the packaging supplied may from the product illustrated online differ with respect to images. The Supplier is not liable in the event of apparent material errors, typesetting or printing errors.

Article 5 – Carrying out a purchase

An order can be placed via the Website by following the steps indicated in the webshop on the Website. After the goods are ordered, a summary is delivered showing the goods ordered and is made available to the Client online. On confirmation of the order, cash payment is requested in accordance with the payment method indicated. The purchase is concluded on receipt of the full payment and after acceptance of the Conditions. The order is prepared for delivery after payment. The Client is subsequently informed with a confirmation of his purchase and with the terms of delivery in accordance with the delivery method indicated. The Supplier reserves the right to refuse orders in the following cases: (i) when the stock is exhausted or when an item is no longer available; (ii) if it is determined that an offer is incorrect; (iii) for a delivery address outside Europe, and (iv) in the event of force majeure.

Article 6 - Deliveries

Deliveries are carried out in accordance with the delivery method as indicated by Orac. The risk of trasnsporting the goods ordered lies with the Supplier until the moment of delivery to the Client.

Article 7 - Complaints

Any visible damage and/or qualitative shortcoming of the goods or other shortcoming in the delivery must be reported to the Provider immediately and at the latest before two months have passed, on pain of forfeiting all rights.

Upon delivery, the Client must immediately check the goods for completeness, visible defects and transport damage. Any visible damage and/or shortcomings in the quality of the goods or any other shortcomings in the delivery must be reported to the Supplier immediately in writing, and at latest within two working days, on pain of forfeiting all rights.

Article 8 – Warranty

Except for the exceptional circumstances below, the items ordered are only covered by the legal warranty.. Except in the case of mandatory legal provisions, the Supplier is not liable for any damage (direct or indirect) caused by the products supplied. Nor does the warranty apply in the event that the products are processed within other products.

Article 9 – Right of withdrawal

The Client may terminate an agreement regarding the purchase of a product during a cooling-off period of 14 days without giving reasons. The cooling-off period referred to in the first sentence starts on the day after the Client, or a third party designated in advance by the Client, and who is not a carrier, has received the product.

During the cooling-off period the Client must handle the product and packaging with care. He will only unpack or use the product to the extent necessary to determine the nature and characteristics of the product. The starting point in this respect is that the Client may only handle and inspect the product as he would be allowed to do in a store. The Client is liable for any value reduction in the product that results from any manner of handling the product that goes beyond what is permitted in the previous sentence.

The Client is not liable for any reduction in value of the product if the supplier has not provided him with all legally required information concerning the right of withdrawal before or on conclusion of the agreement.

If the Client makes use of his right of withdrawal, he must report this to the Supplier within the cooling-off period using the model withdrawal form, or in some other unambiguous manner. As soon as possible, but within 14 days from the aforementioned notification, the Client shall return the product or hand it over to (an agent of) the Supplier. The Client shall return the product with all accessories supplied, and if reasonably possible, in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by the Supplier. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the Client. The Client shall bear the direct cost of returning the product.

The Supplier shall reimburse all payments received from the Client, including any delivery costs charged by the Supplier for the returned product, without delay, but within 14 days following the day on which the Client notifies him of the cancellation. If the Supplier offers to collect the product itself, it may wait for making such repayment until it has received the product or until the Client demonstrates that he has sent the product back, whichever is the sooner. The Supplier shall use the same payment method for reimbursement that the Client had used, unless the Client agrees a different method. The reimbursement is free of charge for the Client. If the Client has opted for a more expensive method of delivery than the cheapest standard delivery, the Supplier does not have to reimburse the additional cost for the more expensive method.

For the withdrawal the Client may make a claim on the model form for withdrawal and with the accompanying model instructions, which have been attached as an appendix to the present Conditions.

Article 10 - Privacy

Article 11 – Contact information

You can contact Orac NV, Biekorfstraat 32, 8400 Ostend, Belgium, KBO 0407.323.091, via email at [email protected] or by telephone on. +32 59 80 32 52

Article 12 – Change to the Conditions

The present Conditions may change. Every purchase after a change to these Conditions implies an acceptance by the Client of the new conditions. The Conditions may be supplemented or amended by other conditions if explicitly referred to prior to the purchase by the Client.

If a (part of a) provision of the present general terms and conditions of sale is invalid or unenforceable, this will not affect the validity and enforceability of the other provisions of the said general terms and conditions of sale. In such cases, Orac and the Client will negotiate in good faith and replace the invalid or unenforceable provision with a legally valid and enforceable provision that is as close as possible to the purpose and scope of the original provision. Where appropriate, the parties confirm that the court has power to modify the clause in question to the maximum that is permitted within the relevant legal limits.

Article 13 – Evidence

The Client accepts that electronic communications (e.g. emails), files (e.g. dispatch reports) and back-ups can serve as evidence.

Article 14 – Liability

The Client uses the Website and the webshop at his own liability. The Supplier is not liable for any failure or any lack of availability of the webshop resulting from a technical malfunction. The Supplier is not liable for any damage suffered by the Client as the result of the spread of a virus by the webshop.

The Supplier warrants that the products and/or services comply with the agreement, the specifications stated in the offer, reasonable requirements regarding liability and/or usability, and the legal provisions and/or provisions of the government regulations existing on the date of the conclusion of the agreement.

Any additional warranty provided by the Supplier will never limit the legal rights and claims that the Client may assert against the Supplier on the basis of the agreement if the Supplier has failed to fulfil its part of the agreement.

An “additional warranty” is understood to mean any commitment of the Supplier in which it grants the Client particular rights or claims that go beyond what is legally required in the event that the Supplier has failed to fulfil its part of the agreement.

If unforseen circumstances should arise, other than those listed in the previous paragraph, that cannot be prevented by the Supplier or the Client, and which affect the economic basis of the agreement to the disadvantage of either of the parties concerned, such as for example, and not limited to, the possible departure of the United Kingdom from the European Union (Brexit) and its consequences, the parties must jointly agree any required adjustments to the agreement.

Article 15 – Applicable law – competent Court

Belgian law applies to the establishment, interpretation, implementation and termination of the agreement between Client and the Supplier. In the event of disputes, the only courts that are competent are the courts of the judicial district in which the Supplier’s registered office is located.