ELSEN & SON SCRL
Rue du Rond-Point, 6 B-5360 Hamois (Natoye) - BELGIUM
www.elsenandson.be
Email: info@elsenandson.be
Tel.: +32 486 04 46 47
Company number (BCE): 0888.054.301
Intra-Community VAT number: BE 0888.054.301

Article 1. Purpose and Acceptance

§ 1. Unless otherwise expressly agreed in writing in advance, these General Terms and Conditions govern the contractual relationship between ELSEN & SON SCRL, hereinafter referred to as the “Company”, and any natural or legal person entering into any agreement whatsoever with it (sale, advice, services, etc.), hereinafter referred to as the “Client”. These General Terms and Conditions shall apply exclusively, to the exclusion of all others, unless otherwise expressly agreed in writing in advance.

§ 2. The Client acknowledges having read these General Terms and Conditions and, by placing an order, expressly agrees to accept them without reservation.

§ 3. These General Terms and Conditions of Sale are valid only in their original version, namely in the French language. Any translations are provided strictly for information purposes only and therefore remain subject to possible translation errors.

§ 4. “Ambassadors”, agents, brokers and other intermediaries have no authority to bind the Company or incur its liability. Only documents stamped and supplied directly by the Company may bind the Company.

Article 2. Order

§ 1. The Company’s offers are made without commitment, particularly as regards remaining stock availability in the case of stock products.

§ 2. Any amendments made by the Client to an offer issued by the Company shall only be binding upon the Company if the Company has accepted them in writing, subject, where applicable, to a revision of the price and delivery time.

§ 3. The contract shall only be deemed definitively concluded upon receipt of a deposit equal to 50% of the amount of the order (or any other deposit amount expressly agreed by mutual consent between the parties).

Article 3. Price

§ 1. The prices stated in the Company’s offer cover only the goods expressly referred to therein. Any additional accessories in relation to the standard types must be specified when the order is placed and, failing this, shall be invoiced separately as an additional charge. The same shall apply to any service not specified in the offer, which shall be invoiced separately on a time-and-materials basis.

§ 2. All Company prices are exclusive of VAT. Any increase in VAT or any new taxes, duties, levies or charges generally shall be borne by the Client. The Client shall furthermore be solely responsible for any exemption or reduction from which it may benefit and must inform the Company thereof in writing no later than when the order is placed.

Article 4. Invoicing and Payment

§ 1. Goods are invoiced according to the rates applicable on the date on which the final order is placed. However, the Company reserves the right to adjust prices between the final order and delivery according to fluctuations in exchange rates (the goods being imported). Any difference resulting from such adjustment compared with the initial price shall be reflected in the outstanding balance of the price.

§ 2. Invoices are payable by the Client immediately upon receipt.

§ 3. Any complaint relating to an invoice must be submitted to the Company in writing within 8 days of the invoice date, specifying the date and number of the disputed invoice, failing which the Client shall forfeit its right to raise such complaint.

§ 4. Any invoice remaining wholly or partially unpaid within fifteen days of its issue shall automatically and without prior notice bear interest at a rate of 10% per annum. It shall furthermore be increased by a fixed amount of 15%, with a minimum of €150.00. The total or partial non-payment of an invoice shall entitle the Company to suspend performance of the order automatically.

Article 5. Delivery

§ 1. Delivery times shall be calculated from the time at which the order becomes final.

§ 2. Delivery times are provided for information purposes only and do not constitute any commitment on the part of the Company. Where a deadline is mandatory and constitutes a condition of the order, this must be clearly specified in the offer signed by both parties, expressly stating its mandatory nature.

However, even in such a case, where delivery and/or performance is delayed, the Client may only claim compensation subject to both of the following conditions: firstly, prior formal notice must have been served on the Company and, secondly, the amount of compensation must have been agreed in advance between the parties, by mutual agreement and in writing. Under no circumstances may such compensation exceed a maximum of 10% of the value of the order excluding VAT.

§ 3. Any complaint concerning delivery must be submitted to the Seller in writing, duly substantiated, within 24 hours of delivery, failing which the Client shall forfeit its right to raise such complaint.

Article 6. Retention of Title and Transfer of Risk

The Company retains ownership of the goods, supplies and materials until full payment of the price and all related amounts (any costs, interest and penalties).

Notwithstanding this express retention of title, the risks associated with the goods sold shall pass to the Client as soon as the goods are entrusted to the carrier.

Article 7. Returns

§ 1. Stains that appear or threads, knots (loops, pile), tufting, weaving, overlocking and backing that become detached from a rug as a result of/after its use (regardless of the conditions of such use) shall not give rise to any return, exchange or refund.

Whether the rug is intended for indoor or outdoor use, it shall not be taken back, exchanged or refunded after installation and use.

Any rug subject to a specific installation (wall-to-wall, runner, cutting to allow electrical cable(s) to pass through, etc.), whether during installation or after installation, may not be returned for any reason whatsoever.

In this respect, the intervention of an installer — even where such installer has been recommended or advised by the Company — cannot result in the Company being held liable.

§ 2. Any return of goods must be subject to a formal agreement between the Company and the Client. Return costs shall be borne by the Client.

Article 8. Goods, Acceptance and Liability

§ 1. The origin of the goods is provided for information purposes only and shall not be binding upon the Company.

§ 2. Where the “colour” is described as “naturelle” or “natural”, this means that the goods have not been dyed. In such cases, the “natural” colour of the product may vary depending on the harvest and may evolve over time and according to its exposure to light. Consequently, the Company does not guarantee either the colour of the goods delivered or how that colour may evolve over time.

Goods bearing the indications “BL”, “bleach” or “bleached” have undergone a bleaching treatment. As this treatment whitens an originally natural fibre whose colour varies according to the harvest, the “colour” of the product may likewise vary depending on the harvest and may evolve over time and according to its exposure to light. Consequently, the Company does not guarantee either the colour of the goods delivered or how that colour may evolve over time.

Where the product is dyed, the Client accepts a colour variation of approximately 5% to 10%.

§ 3. In all cases (natural colour, bleaching treatment bearing the indications “BL”, “bleach” or “bleached”, or dyeing), the colour of the product may evolve over time and depending on its exposure to light.

Consequently, the Company does not guarantee how the colour of the goods delivered will evolve over time: any variation in colour affecting all or part of a rug as a result of the passage of time, the use of an inappropriate product and/or exposure or overexposure to light shall under no circumstances give rise to any return, exchange or refund.

§ 4. The handcrafted nature of the product may, depending on the references, fibres, design and techniques (knotted, woven, tufted, etc.), result in positive or negative variations between the ordered size and the size actually delivered. The Client therefore accepts a size tolerance of 5% to 10%. Under no circumstances may such potential variations give rise to any return by the Client.

§ 5. The goods and supplies shall be deemed definitively accepted upon delivery, such that any complaint concerning a possible apparent defect must cumulatively:

made no later than within 48 hours following delivery, whether the goods are delivered on site, collected from our warehouse, or delivered to a third-party warehouse at the Customer’s request, and recorded in detail on the delivery receipt in the presence of the driver (including, in particular: date of receipt, item references, nature of the complaint, and number of missing packages, where applicable);
submitted in writing to the Company within 8 days from the date of delivery (together with supporting evidence, where applicable), failing which the right to make such a claim shall be forfeited.

Acceptance shall be validly deemed to have taken place, even tacitly, by the Company on the date of delivery.

§ 6. Unless expressly stipulated otherwise, the Company assumes no responsibility for the installation of the goods and supplies delivered or for their use.

§ 7. The goods and supplies sold by the Company are guaranteed by the Company for a period of one year from acceptance. Any latent defect intrinsically affecting such goods and supplies must, failing which the relevant right shall be forfeited, be reported within 15 days of discovery of the defect by the Client or within 15 days of the time when the Client could reasonably have discovered it.

§ 8. The Company’s warranty is exclusively limited either to the repair or replacement of the goods and supplies, or to the reimbursement or reduction of the price invoiced to the Client, to the exclusion of any other compensation.

Article 9. Force Majeure

The occurrence of any event of force majeure affecting the Company, one of its suppliers or, where applicable, a subcontractor (including, but not limited to, an interruption in production, transport or delivery, strikes, terrorist attacks or the consequences of terrorist attacks, adverse weather conditions, a pandemic, etc.) which delays or makes it impossible to perform the order shall suspend the performance of the parties’ respective obligations.

Where the Company intends to rely on such an event, it shall notify the Client as soon as possible.

Performance of the parties’ obligations shall remain suspended until notification that the event has ended, it being understood that neither party shall be entitled to claim any compensation from the other party as a result thereof.

Article 10. Severability

If any provision of these General Terms and Conditions is declared null and void, unlawful or unenforceable, the validity of the remaining provisions and of the contract generally shall in no way be affected or compromised.

The parties undertake, in good faith, to replace solely the null and void, unlawful or unenforceable provision with a valid, lawful or enforceable provision having the same effect.

Article 11. Jurisdiction and Applicable Law

The contractual relationship between the Client and the Company shall be governed by Belgian law, including in the event of third-party proceedings or claims for indemnity.

Any dispute shall fall within the exclusive jurisdiction of the courts of the Judicial District of Namur, Dinant Division.