General Terms & Conditions of Sale

GENERAL TERMS & CONDITIONS OF SALE

CONTENTS

Article 1 - Subject

Article 2 - Acceptance of the general terms and conditions of sale

Article 3 - Contact details

Article 4 - Order taking

Article 5 - Special product offer

Article 6 - Price and payment terms

Article 7 - Product availability

Article 8 - Delivery

Article 9 - Right to cancel (returns and refund)

Article 10 - Compliance and guarantee

Article 11 - Liability

Article 12 - Use of discount coupons and gift vouchers

Article 13 - Intellectual rights

Article 14 - Complaints

Article 15 - Miscellaneous

Article 16 - Data protection policy

Article 17 - Changes to the general terms and conditions of sale

Article 18 - Dispute and applicable law

ARTICLE 1: SUBJECT

These General Terms and Conditions of Sale alone govern the framework of the commercial relationship that may arise between the Customer and the company Procurement & Change Management. They take precedence over any other general or special terms and conditions.

Customer means any natural or legal person entering into a commercial relationship through the online purchase of products offered by the company Procurement & Change Management on its website www.merossi.com. Customers are deemed to be legally capable of placing orders and able to enter into a commercial transaction with Procurement & Change Management.

Article 2 - ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS OF SALE

The use of the website www.merossi.com, as well as any order placed with the company Procurement & Change Management, necessarily involves, as an essential and determining condition, the Customer’s unreserved acceptance of these General Terms and Conditions of Sale.

The Customer may store these General Terms and Conditions of Sale and the contractual terms of his/her/its order by downloading them and saving the order confirmation e-mail sent to him/her/it automatically after his/her/its purchase to the e-mail address specified. This order confirmation contains the order references as well as a link to consult these General Terms and Conditions of Sale.

Article 3 - CONTACT DETAILS

Procurement & Change Management is a Belgian private limited company, with its registered office at rue Antoine André, 16, B-1300 Limal, Belgium (e-mail:hello@merossi.com)

The company Procurement & Change Management is registered with the Crossroads Bank for Enterprises under number 0663.586.205, Intracommunity VAT No. BE 663.586.205.

Article 4 - ORDER TAKING

The products are available for purchase through the website www.merossi.com.

Orders on the website are placed exclusively in French or English.

To order an item, it must be added to the Customer’s basket. The Customer can choose the number of items he/she/it wishes to order.

The Customer must then fill in the details of his/her/its customer account or create one, select the delivery method and the payment method, and insert any promotional code or gift voucher. The Customer can then check the details of his/her/its order and, if necessary, correct any errors before placing his/her/its order.

The “confirm order” button confirms the Customer’s order, which then becomes final, meaning that a sales contract is concluded. Confirmation of receipt of the Customer’s order is sent by e-mail. Until receipt of this acceptance has been confirmed, the Customer can cancel the contract.

The products ordered are delivered following receipt of full payment of the sale price and any delivery costs.

Notwithstanding any evidence in writing or stored on another durable medium to which the Customer has access, it is agreed that the computerised records, stored in the IT systems of Procurement & Change Management, its host or its payment partner, shall constitute proof of the communications, the content of the orders and all transactions between the parties.

Article 5 - SPECIAL PRODUCT OFFER

If a product offer is valid for a limited time (“flash sales”) or is subject to conditions, this shall be explicitly indicated in the offer.

Article 6 - PRICE AND PAYMENT TERMS

Prices are indicated in euros and include VAT. The VAT rate that shall be applied is the rate in force in Belgium.

The prices indicated also include delivery costs, which are mentioned separately. All costs associated with paying for the order are borne by the Customer.

Procurement & Change Management reserves the right to change the sale price at any time. Nevertheless, products purchased shall be invoiced at the price indicated in the order confirmation sent by e-mail.

Procurement & Change Management reserves the right to refuse any order from a Customer with which there is a current or past dispute.

Purchases may only be paid for by credit card, Bancontact direct debit or PayPal. The Customer guarantees that he/she/it is fully authorised to make payments by credit card and that this credit card has sufficient financial provision to cover the costs of the commercial transaction arising from the order.

The Customer’s account shall be debited after the order has been validated, and payment shall be effective once the Customer’s bank has confirmed its agreement to Procurement & Change Management’s bank. In the event of refusal by the Customer’s bank, the order shall be cancelled automatically.

Payment for purchases on Procurement & Change Management’s website is secured using SSL encryption. Procurement & Change Management does not have direct access to the confidential payment data, and these data are not saved by Procurement & Change Management.

The products remain the property of Procurement & Change Management until their price has been paid in full.

Article 7 - AVAILABILITY

Product offers are valid as long as stocks are available.

In the event of the non-availability of a product or of the full quantities of a confirmed order, the Customer shall be informed by e-mail of the full or partial cancellation of his/her/its order. If the non-availability is communicated to the Customer when the amount of his/her/its order has already been debited from his/her/its bank account, Procurement & Change Management shall immediately submit a refund request to its bank. The Customer shall be informed of this by e-mail. The speed of the refund shall depend on the payment method chosen. If a credit card has been used, the refund shall be indicated on the Customer’s next monthly statement.

Article 8 - DELIVERY

Procurement & Change Management takes the utmost care in receiving and fulfilling product orders.

Unless the Customer specifies a different delivery address, the place of delivery is deemed to be the billing address provided by the Customer when placing his/her/its order.

Unless a special delivery time is indicated at the time of placing the order, Procurement & Change Management shall deliver accepted orders within no later than:

5 (five) working days in the Benelux, France and Germany;
10 (ten) working days for the rest of the European Union;
on request for countries outside the European Union.

If delivery is delayed, or if an order cannot be fulfilled or can only be partially fulfilled, the Customer shall be informed of this in a clear and understandable manner no later than 5 (five) working days from the date on which he/she/it placed the order. In this case, the Customer has the right to cancel his/her/its order and to request either an equivalent product or a refund. In the latter case, Procurement & Change Management shall refund the amount that the Customer has paid, as soon as possible and within no later than thirty (30) working days from the cancellation.

Unless expressly agreed otherwise, the risk of damage to and/or loss of the products is borne by Procurement & Change Management until the products are delivered to the Customer.

Article 9 - RIGHT TO CANCEL (RETURNS AND REFUND)

The Customer is entitled to notify Procurement & Change Management that he/she/it no longer wishes to continue with the purchase, without penalties and without having to state the reason, within 14 (fourteen) calendar days from the day after the day on which the Customer (or a third party designated by the Customer) takes physical possession of the complete delivery of an order or, in the event of the split delivery of an order, from the day on which the Customer (or a third party designated by the Customer) takes physical possession of the last item.

The cancellation must be notified by duly completing and signing the cancellation form template provided by Procurement & Change Management on its website.

The Customer’s right to cancel is subject to returning the complete delivery within a period of 15 (fifteen) working days of exercising his/her/its right to cancel. Returned products must be sent as new, in their original packaging (eco bag) also in perfect condition, accompanied by the label for each product, the invoice and the duly completed returns document.

Any return where the sender cannot be identified shall be refused. Once this period of 15 (fifteen) working days has elapsed, Procurement & Change Management shall no longer be able to accept the return, and may return it to its sender. The return must be sent to Procurement & Change Management’s address indicated in Article 3.

The shipping costs associated with the return are payable by the Customer outside of BeNeLux, Metropolitan France and Germany.

The order shall be refunded within 30 (thirty) days of the date on which Procurement & Change Management is informed of the Customer’s decision to cancel in accordance with this article, provided all returns procedures have been strictly complied with and Procurement & Change Management has received the product in the condition mentioned in paragraph 3 of this article.

The right to cancel may also be exercised after the order is placed and before it is dispatched. In this case, the refund shall be made within 14 (fourteen) days of the date on which Procurement & Change Management is informed of the Customer’s decision, exercised in accordance with this article, to cancel the contract. Procurement & Change Management shall send an e-mail informing the Customer that his/her/its instruction has been received and that a refund request has been submitted.

Article 10 - COMPLIANCE AND GUARANTEE

The main features and prices of the products are indicated on those pages containing the detailed product description. The description is sufficiently detailed to enable the Customer to make an accurate assessment of the product offer.

The product illustrations used by Procurement & Change Management are an accurate representation of the products offered. However, the images presented on its website have no contractual value.

Procurement & Change Management accepts no responsibility for errors that may appear in the product and service descriptions. However, provided they have been brought to its attention in writing, Procurement & Change Management undertakes, as far as possible and within the scope of its limitations, to rectify these errors as quickly as possible.

Article 11 - LIABILITY

Procurement & Change Management is not liable for the content of the third-party sites to which it might establish hyperlinks, in particular with regard to privacy protection.

Procurement & Change Management accepts no liability for damage resulting from a defect in, or the improper use of, the products sold.

Procurement & Change Management shall not be held liable for the late fulfilment or non-fulfilment of orders in the event of force majeure such as, notably, total or partial disruption or strike, notably by the postal and transport and/or communications services, flooding, fire, etc. In any event, the liability of Procurement & Change Management is limited to the sums paid for the order which generated the call for liability on the part of Procurement & Change Management sprl.

Article 12 - USE OF DISCOUNT COUPONS AND GIFT VOUCHERS

Discount coupons can be distributed free of charge by Procurement & Change Management within the context of promotional campaigns. They have a expiry date, cannot be purchased and are not transferable.

Discount coupons are only valid for the period indicated and can only be used once for a single order. Procurement & Change Management reserves the right to limit these discount coupons to certain products. A discount coupon cannot be used to purchase gift vouchers. A minimum purchase amount may be specified for each discount coupon.

To be able to use a discount coupon, the value of the order must be at least equal to the discount amount. The difference between the discount coupon amount and the price of the order can be paid for using any payment method offered.

The credit represented by the discount coupon is non-refundable and is not interest-bearing. In the event of all or some of the products being returned, the part of the price paid for using a discount coupon shall not be refunded.

To apply a discount coupon to an order, the Customer must enter the discount coupon code before sending the order. Discount coupons cannot be applied to orders already sent. Unless otherwise indicated, it is not possible to combine several discount coupons.

Gift vouchers are discount coupons that the Customer can purchase.

Any difference between the amount of the gift voucher and the amount of the order can be paid for using the payment methods offered by Procurement & Change Management sprl. If the value of the gift voucher exceeds the total amount of the order, the difference shall be credited to the Customer’s account.

To use the credit corresponding to a gift voucher, the Customer must enter the code indicated on the gift voucher before sending his/her/its order.

The credit represented by gift vouchers does not bear interest and cannot be refunded, even when the Customer exercises his/her/its statutory right to cancel.

Article 13 - INTELLECTUAL RIGHTS

MEROSSI is a protected trademark. Procurement & Change Management prohibits anyone from in any way displaying the MEROSSI logo or name or terms including the MEROSSI trademark without the express prior written consent of Procurement & Change Management.

The website www.merossi.com is the exclusive property of Procurement & Change Management, which is the holder of all the related rights. In more general terms, all of the texts, illustrations and images, music, trademarks, logos and distinctive marks used on the website www.merossi.com are protected. All rights to reproduce, transmit or otherwise disseminate its content are strictly reserved for Procurement & Change Management. The Customer consequently undertakes to respect these rights and refrain from any illegal action classified as counterfeiting or unfair competition.

Article 14 - COMPLAINTS

On leaving its workshops, each product put up for sale by Procurement & Change Management is individually checked in order to guarantee the best possible quality.

However, if the product delivered does not meet the specifications on the delivery note (e.g. different size, different model, etc.) or is defective, the Customer may return it within a period of 14 (fourteen) calendar days from the day after the date on which the order was delivered. After this period has elapsed, complaints and returns shall not be admissible or accepted. It is understood that a product cannot be considered non-compliant if it corresponds to the description provided by Procurement & Change Management.

For example, the fact that the Customer might have perceived a different colour or size from reality on the www.merossi.com site cannot be considered an instance of non-compliance of the product.

The Customer may then choose to exchange the product, have it repaired or be refunded under the conditions set out in Article 9.

Article 15 - MISCELLANEOUS

In the event that one or more clauses of the General Terms and Conditions of Sale should become null and void, they shall not affect the applicability of the other clauses, which shall remain valid.

Article 16 - DATA PROTECTION POLICY

Procurement & Change Management undertakes to comply strictly with all the provisions of the General Data Protection Regulation (GDPR). To this end, the following is set out:

Identification of the data collected

In order to fulfil its contractual commitments with regard to its customers, Procurement & Change Management collects the data required to implement its services, particularly when the Customer or any relevant party makes an information request on its website.

In this context, Procurement & Change Management collects the following data:

- Title

- Name
- First name
- Address
- Telephone numbers
- E-mail address
- VAT number, if any
- Internal processing code enabling the Customer to be identified
- Payment method data
- Transaction data
- Type of services delivered and correspondence with the Customer

Purposes and use of the data processed

The purposes of the data processing carried out by the Service Provider are as follows:

managing services;
invoicing services;
monitoring the relationship with the customer;
sending promotional offers.

Data retention period

The data are stored and used for a period compliant with current legislation.

Right to access and correct data

In accordance with the GDPR, each person has a right to access, correct, transfer and object to the recording of his/her/its personal data. The Customer may exercise this right by contacting Procurement & Change Management by e-mail at the address indicated in Article 3.

Article 17 - CHANGES TO THE GENERAL TERMS

Changes made to these General Terms and Conditions of Sale shall not come into effect until they have been posted on the website www.merossi.com, it being understood that those in effect at the time of placing the order shall continue to apply to the sales contract concluded between Procurement & Change Management and the Customer.

Article 18 - DISPUTES

These General Terms and Conditions of Sale are subject to Belgian law. Any dispute relating to the application or interpretation thereof shall be governed exclusively by Belgian law. The courts of Nivelles shall have sole jurisdiction.