If you are doing business with Bright International bv, including via our webshop www.biobright.eu, the following terms and conditions of sale and delivery apply:

1. Contractual basis

These terms and conditions of sale and delivery apply to orders and purchases from Bright International bv, CVR-no.BE0567592926. These terms together with the parties purchase agreement and Bright International bv’s offer, order confirmation and invoice constitutes the full agreement.

If there is a conflict between Bright International bv’s order confirmation, the parties co-operation agreement and/or these terms and conditions they shall prevail in that order.

The buyer’s terms and conditions of purchase shall not apply unless they are accepted in writing by Bright International bv. In case of conflict between the buyer’s terms and conditions and Bright International bv’s terms and conditions the latter shall prevail.

2. Conclusion of purchase agreement

An order is not binding for Bright International bv before the buyer has received a written or electronic order confirmation from Bright International bv. If the order confirmation deviates from the buyer’s order and if the buyer will not accept such deviation, the buyer must in writing notify this to Bright International bv within 5 days from the receipt of Bright International bv order confirmation, but no later than 1 day before the delivery date.

If the buyer cancels the order before delivery, but after having accepted Bright International bv’s order confirmation, the buyer shall cover all costs Bright International bv may have in relation to the cancellation, including – but not limited to – loss of profits.

Offers from Bright International bv is only binding on Bright International bv, if Bright International bv receives an unqualified acceptance from the buyer within 8 days of the offer.

Bright International bv ‘s information on price, delivery, characteristics, capacity and technical data is purely indicative and does not constitute a warranty or guarantee Bright International bv is not liable if the delivered products does not meet the buyer’s needs or purpose of use.

3. Prices

All prices, including prices according to Bright International bv’s price lists, are daily prices excl. VAT, other public taxes and packaging for tranportation. Bright International bv is without notice entitled to change the price lists and catalogues.

Bright International bv is entitled to adjust the price if the production and delivery costs as well as the costs to suppliers are increased by more than 5 % in the period from Bright International bv order confirmation and until delivery.

If the buyer cannot accept the adjusted price, the buyer is in writing entitled to cancel the order within 8 days of the notification of the adjustment.

Bright International bv prices are per unit and based on purchase in full packaging units. A fee will be invoiced in case of breakage of the packaging unit.

4. Terms of delivery

Delivery is according to the ICC’s INCOTERMS 2010 Ex Works clause, after which, when the goods are ready for delivery, the risk passes, and all costs associated with the transport are borne by the buyer. The buyer is in due time obligated to notify Bright International bv of the means of transportation. If Bright International bv does not receive the notification in due time, Bright International bv is entitled to choose the means of transportation at the buyer’s risk and expense.

In the event that the delivery is delayed, Bright International bv is obligated to inform the buyer of the delay. The buyer cannot put forward any claims, including economical claims, against Bright International bv due to the delay, but the buyer is entitled to cancel the purchase, if the delay is more than 60 days from the agreed delivery date. However, the buyer is not entitled to cancel the purchase if the delay is due to force majeure, the buyer’s fault, or the carrier’s fault.

In the event that the buyer does not take delivery at the agreed delivery date, including breach of the obligation to collect the goods, Bright International bv is entitled to terminate the agreement and claim damages. Furthermore, Bright International bv is entitled resell or store the goods at the buyer’s risk and expense.

Return of goods and packaging can only take place by prior written agreement, and only with an applied Bright International bv return order number and will be at the buyer’s expense. Pallets, boxes, or other packaging, which are charged separately, will not be credited.
Does the return arrive without a clearly written return order number, Bright International bv will refuse to accept the shipment.

A return shipment will be approved by Bright International bv when the following criteria are met:

– max. 4 weeks to cancel the order between Bright International BV and Bright International BV’s customer (from date of invoice)
– Bright International BV take a handling fee of 25%, which is deducted from the credit note
– The item must be in intact packaging and must not have been opened
o By intact packaging is meant resaleable packaging without pressure marks, without labels, without handwriting

A return shipment will be refused, if the sales packaging is not intact upon arrival at Bright International bv warehouse, and Bright International bv will invoice a handling fee on 25% of the value of the goods refused, covering Bright International bv’s handling of the shipment. The customer will be asked to pick up the refused items, which must be done within 2 weeks. If the item will not be picked up within 2 weeks, Bright International bv will destroy it.

5.Terms of payment
All accounts are payable within 20 days of the invoice date. First order is against prepayment.

In the event of late payment an interest of 2 percent per commenced month will be added, until payment is made.

The buyer is not entitled to offset all or part of the purchase price, and any notice of lack of conformity in accordance with section 7 does not entitle the buyer to withhold the purchase price.

If the buyer breaches one or more of the mentioned obligations, including the obligation to pay the purchase price, Bright International bv is entitled to cancel the agreement, sell the goods at the buyer’s expense to a third party and/or claim damages. Bright International bv is entitled to claim damages for its losses, including indirect losses.

6. Retention of title

Subject to the restrictions imposed by mandatory law, the goods shall remain the property of Bright International bv until the entire purchase price plus the accrued costs has been paid to Bright International bv.

This retention of title clause is still in force, if the goods will be used in the buyer’s products or mixed with the buyer’s goods of other suppliers. In that event the retention of title shall comprise the transformed or processed product to an extent equal to the value represented by the sale from Bright International bv.

The buyer is obligated to keep the goods insured against theft, burglary, fire etc. as long as the goods are covered by this retention of title clause.

7. Notice of lack of conformity

Any notice of lack of conformity shall be submitted within 8 days from receipt of the goods. If the defect is non-visible a notice of lack of conformity shall be submitted within 8 days from the date the buyer becomes aware or should have become aware of the lack of conformity, but no later than 1 year from the date of delivery.

Despite the above mentioned, the buyer is obligated to submit a notice of lack of conformity to Bright International bv in such a timely manner that Bright International bv will be able to submit notification to the carrier, if Bright International bv has been responsible for the transportation and the defects on the goods are due to the transportation. Bright International bv cannot be held liable, if the buyer does not submit a notice of lack of conformity in due time.

Prior to returning the goods, Bright International bv shall accept the complaint. A notice of lack of conformity shall be in writing and contain a precise indication of the defects.

Bright International bv is not liable in the event of defects, damages or wears occurs due to improper use, breach of instructions and guidelines, improper assembly by the buyer, changes made to the goods by the buyer or repairs that the buyer has done incorrectly, lack of maintenance and common wear and tear. Bright International bv is not liable for other direct or indirect costs due to defects in one of Bright International bv’s products.

8. Limitation of liability

Bright International bv is liable under the general rules of Belgian law. However, Bright International bv cannot be held liable for the buyer’s indirect losses, including – but not limited to – loss of business, loss of profits, loss of goodwill or any other incidental loss.

Bright International bv’s liability is any event limited to the value of the goods supplied.

9. Force majeure

Bright International bv cannot be held liable if the failure to fulfil its obligations is due to a reason beyond Bright International bv’s control, such as strikes, lockouts, export or import bans, embargos, delayed or inadequate delivery of materials from subcontractors, unexpected stop of production, lack of energy resources or transport, hacker attacks, unforeseen downtime on systems, seizures, and other similar circumstances.

In case of force majeure, Bright International bv is entitled to extend the delivery time accordingly or to cancel the agreement. Save as if the agreement is canceled, the parties is obligated to fulfil the agreement upon the cease of the force majeure event. Both parties are entitled to cancel the agreement if the force majeure event occurs for more than 3 months.

10. Product liability

Subject to the restrictions imposed by mandatory law, Bright International bv is only liable for damage caused by products to persons or property if it is proved that the damage is due to defects or negligence on a product supplied by Bright International bv and it is proved that 1) the product is defect, 2) the damage is due to the defect, and 3) there is causal link between the defect and the damage.

Furthermore, Bright International bv is not liable for damage to real estate and damage to chattels that occurs while the product is in possession of the buyer. Bright International bv is as well not liable for damage on products that is manufactured by the buyer and in which the product supplied by Bright International bv is included.

The buyer is obligated to indemnify Bright International bv if Bright International bv is held liable and the liability is beyond the liability described above. The buyer is obligated to have a product liability insurance covering any product liability that may be claimed against the buyer without recourse against Bright International bv.

The buyer is obligated to accept a legal action brought against the buyer at the same court or arbitration tribunal that is processing an action against Bright International bv regarding product liability.

11. Intellectual property

Bright International bv has the exclusive right to all copyrights, design rights, trademark rights and other intellectual property rights (registered as well as non-registered) that is used, created or contained in or arising as a result of or in connection with the delivery of Bright International bv’s goods.

12. Online purchase

By using www.biobright.eu or www.biobright-onlineshop.com, the buyer accepts that Bright International bv is using cookies. A cookie is a small text file that is stored on the buyer’s computer in order to keep track on the buyer’s actions on the webpage and in order to recognize the computer. A cookie is not a program, and it is does not contain any viruses.

13. Governing law and jurisdiction

Trade between the parties are subject to Belgian law.

Any dispute that may arise in connection with the parties trade shall be settled by a Belgium court with the District Court of Antwerp as first instance.